


Echo

by EclecticMuse



Category: Agents of S.H.I.E.L.D. (TV)
Genre: Alternate Universe, Alternate Universe - Canon Divergence, Angst, Angst and Humor, Drama, Drama & Romance, Explicit Sexual Content, F/M, Gen, Ghosts, Ghosts in the Machine, Mild Language, No Actual Ghosts, Psychological Drama, Psychological Warfare, Some Humor, Team Dynamics, mild violence
Language: English
Status: Completed
Published: 2016-05-11
Updated: 2016-06-25
Packaged: 2018-06-07 19:30:08
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 9
Words: 65,250
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/6821134
Author URL: https://archiveofourown.org/users/EclecticMuse/pseuds/EclecticMuse
Summary: <blockquote class="userstuff">
              <p>When Fitz and the rest of the team find themselves trapped inside an abandoned Hydra base at the mercy of a malevolent ghost in the machine, their only help comes in the form of long-dead S.H.I.E.L.D. agent Jemma Simmons. Can they trust her? And what is the truth behind Project Lazarus? Canon-divergent AU set during season 2.</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> The inspiration for this story came from one of my favorite Star Wars EU novels, Children of the Jedi by Barbara Hambly, but I ended up borrowing elements from several other sources, including Doctor Who and the Marvel comicsverse.
> 
> A lot of people deserve thanks for helping this story come to life. Lavendergaia helped me brainstorm when this fic was in the early planning stages, and helped me get past some pretty hefty plot hurdles. Then there's agentverbivore (who really should just be called my partner in crime at this point), who helped me flesh out the rest of the plot and cheered me on when my motivation flagged. This fic would still be in WIP hell if it weren't for her. Then there are my stellar betas, SuburbanSun and somefitzsimmonsfan, who helped me whip this into shape! You guys all rock and I can't thank you enough.
> 
> Lastly, there is only one chapter of this fic that earns the Explicit rating. I'll give a warning in advance of it. Aside from that, the story rates as a light T for mild language and violence. So for anyone who might be uncomfortable with explicit material, you can read the rest without worry.
> 
> I've never really done playlists for a fic before, but [What a Wonderful World (Joseph William Morgan ft Shadow Royale)](https://www.youtube.com/watch?v=ZL7K5SdtzsI) and the [main theme from Broadchurch (Olafur Arnalds)](https://www.youtube.com/watch?v=Fv97mpO5mBc) really fit the aesthetic of this fic.

“Fire in the hole!”

Fitz covered his ears as the sound of gunfire filled the lab, three sharp blasts in quick succession. There was a pause before he saw the lab techs go back to what they were doing, and then he looked over at Bobbi, watching as she lowered the pistol she held in her hands. She glanced at him before they moved forward, together, toward the block of ballistics gel that she’d just fired at, and the attached monitor that displayed a data readout.

They stood in silence for a moment, watching the results of their test roll out across the screen, before Bobbi sighed with disappointment. “Damn. Still a bust,” she said. “Honestly, at this point, we should probably give up. Or at least set it aside.”

Fitz shook his head, turning away and pinching the bridge of his nose. “No, no, we can’t. We’re close, I can feel it--”

“But we’ve had these in development for over a year now and we still haven’t got it right,” Bobbi pointed out, crossing back to their lab bench to set the gun down. “I know this is important to you, but our circumstances have changed. We’ve got higher priority assignments now.”

He made a noncommittal noise before looking back up at the monitor display. He and Bobbi had been working on designing a non-lethal weapon for S.H.I.E.L.D.’s use ever since he’d first been assigned to Coulson’s mobile command unit, but they kept running into roadblock after roadblock. Despite running numerous simulations and going over their designs with a fine-tooth comb, they still hadn’t managed to get it quite right. If it wasn’t one thing, it was another: either the neurotoxins Bobbi had selected as the paralyzing agent didn’t perform as expected, or the rounds he’d created did more damage than was acceptable. It had come to the point that Fitz considered a successful test a matter of personal pride, and it frustrated him that Bobbi was willing to let it go--even if she did have a point in saying that their focus was really needed elsewhere.

“Let me try one more thing,” he said, turning back to Bobbi. “I really think we’ve almost got it. Maybe we just haven’t found the right combination of your toxin dose with the materials I’m using to make the rounds. It’s all in the ballistics. The toxin isn’t dispersing fast or deep enough, so I might need to modify the type of jacket I’m using--or change the tip--or, going back to your toxin, maybe suspend it in a different solution--”

He proceeded to lose himself in brainstorming possible solutions aloud, pacing back and forth as he explained all the intricacies of terminal ballistics, reciting the math that he was now so familiar with he could repeat it in his sleep. Just as he was really getting going on the different types of expanding bullets, he noticed that Bobbi was watching him with a faintly blank expression on her face, and then it was his turn to sigh.

One of his worst habits was his tendency to go rambling off on a tangent and completely lose people because they didn’t understand what he was talking about. Some people were better about it than others, and Bobbi could usually keep up with him, but there were limits to even her skills. Besides, it made sense with her: she was the expert on biology, while his domain was physics and engineering. They both had a certain level of cross-discipline knowledge due to working closely with each other, but he still let himself get carried away occasionally.

Not for the first time, Fitz wished for someone who could fully understand him.

“Um--anyway--the details don’t really matter,” he said, reaching up to rub at the back of his neck. “Not right now. I’ll have a look at the jacket and see if I can come up with something better.”

Bobbi’s gaze relaxed a bit, and she smiled at him. “I’ll run an analysis on the toxin dosage, just in case it helps.”

Fitz nodded gratefully. She might think their talents were better used elsewhere, but she’d always had his back. This time would be no different.

As he headed back to his computer station, Skye appeared in the doorway. “Hey, Fitz, heads up,” she said, tapping her nails against the door frame. “Coulson needs you; we’ve got a briefing in five.”

A mission, on such short notice? Odd. Fitz raised his eyebrows in question at Skye, but she just shrugged. When he looked over at Bobbi, she held her hands up and shook her head. Turning back to Skye, he nodded. “I’ll be there in a minute.”

Walking quickly through the halls of the Playground toward Coulson’s office, Fitz wondered what was waiting in store for them. He’d spent a lot of time in the field after he’d been assigned to the Bus, but ever since Hydra had destroyed everything and they’d been forced to run underground, he hadn’t been sent out that much, instead spending most of his time in the lab. Rare was the mission now that specifically required his expertise.

When he arrived, he saw that Skye was already there, along with May, Trip, and Mike. Coulson looked up from the tablet he was holding and nodded as Fitz joined them where they were clustered in front of the large screen adorning one wall of Coulson’s office. “Good, Fitz, you’re here,” Coulson said. “Now we can begin.”

Tapping a few commands into his tablet, a large map of the world appeared on the screen. “Early this morning, we intercepted an S.O.S. signal coming from the middle of nowhere in Siberia.” A bright red dot lit up on the map, situated in northern Russia, near the Arctic coast. “It’s being broadcast on an older S.H.I.E.L.D. channel, one that hasn’t seen use in years. We’ve been monitoring it on the chance any of our allies might use it in an effort to avoid detection by Hydra or the government.”

“Any idea who it is?” Trip asked.

Coulson shook his head. “No. We tried responding to the signal but we didn’t get a reply. It looks like an automated signal, repeating the same thing over and over. Says they’re a S.H.I.E.L.D. agent stuck and in need of extraction.”

“Are there even any S.H.I.E.L.D. bases in the area?” Mike asked. “Any reason for an agent to be in that remote an area?”

Next to him, May was frowning, her eyes narrowing at the map as she crossed her arms. “How do we know this is legitimate? It could be a trap.”

Coulson gave them a wry look. “No, there’s no known S.H.I.E.L.D. base nearby,” he said. “And there’s no way to know for sure unless we look. That’s why I’m sending you guys. You’re the best we’ve got, and you can handle yourselves in case it turns out to be anything more than a simple rescue op.” He set his tablet down on his desk. “I won’t lie, it looks a little suspect, but I think it’s worth the risk. We need all the friends we can get right now.”

Privately, Fitz wondered if there was something Coulson wasn’t letting them in on regarding the mission--it did seem like a risk to him, sending a full team in blind, but he trusted Coulson. The other man had never given him a reason not to. As a consequence, he wasn’t worried enough to want to voice his doubts.

“May, you’re taking the lead on this one,” Coulson continued. “Mike, Trip, you’re backup, and Trip will provide medical support if necessary. Skye, Fitz, I want you two scanning the area and getting past any security measures involved. You’ve got a long flight ahead of you, and the sooner we get this checked out the better, so I’d like to have wheels up in thirty.”

Everyone nodded as they turned to go their separate ways, each making a mental list of what they needed to do in order to prepare for the mission.  Fitz, being in charge of the technical side of things, usually had the most to carry with him. He went by his room first to get changed into the base garments of his tactical gear. Once he’d laced up his boots, he grabbed his vest and a jacket to protect him from the Arctic cold before heading for the lab. He swung by the locker room on his way to get his backpack and gloves.

In the lab, he let Bobbi know what was going on and that he’d likely be gone for a couple of days. She reassured him that she’d keep an eye on everything while he was away, and helped him gather the tools and tech he needed to bring with him on the mission. On his way out the door, she called his name. “Hey, Fitz?”

He stopped to look back at her, eyebrows raised.

“Don’t worry about the night-night guns,” she said, smiling a little. “I’ll work on the formula some if I can. We’ll figure it out.”

Fitz nodded, grateful for her continued support, and turned to leave.

As he entered the hangar and approached the quinjet, he saw that everyone else had gathered and was gearing up to leave. May disappeared into the interior of the jet, Mike close on her heels, while Skye and Trip lingered at the bottom of the ramp. They looked like they were horsing around, lightly shoving each other back and forth, and as he drew closer he could catch bits of their conversation amidst their laughter.

"Come on! One Twinkie is not going to kill you."

"No," Trip said firmly, though he was smiling. "I'm telling you, no junk goes in the temple."

"Why not?" Skye shot back. "I've seen Fitz destroy an entire box of Twinkies, alone, and you _know_ he's never set foot inside a gym. If he can manage it, so can you."

Trip gave her a look. "I love Fitz--"

"I'm telling him you said that."

"But he doesn't have this." Trip lifted the hem of his thermal shirt to show off his impeccably well-formed abdomen.

Skye crossed her arms and pursed her lips, looking him over with a critical eye. "Okay, fair point." Then she looked up at the sound of Fitz's footsteps approaching, and she pointed a finger at him. "Fitz! Fitz, tell him about the Twinkies! You remember that, right?"

"Yeah, 'course," Fitz replied, stopping next to them. "Bobbi bet I'd go hyperglycemic if I ate them all."

"And you didn't!" Skye crowed, jabbing her finger at him again. "I mean, you were wired for awhile, but that was it. And you're still really skinny, _and_ you never exercise."

"I do so exercise," Fitz protested faintly. "Sometimes."

Trip laughed before clapping a hand down on his shoulder. "Fitz, you've got to have some kind of magic metabolism to stay skinny after Twinkies. But hey, if you ever want to get a good workout in, you're free to come hang out with me in the gym. It’d be nice to have someone besides Hunter for company, and Mack always says he's busy. Don't know _how_ that man stays in shape..."

Skye grinned even as he made a slight face. He imagined himself spending time in the Playground's gym, lifting weights and working up a sweat next to Trip and Hunter, both of whom were extremely fit. He thought of his own physique--slender, decent shoulders but soft around the middle--and blanched. The mental comparison alone was enough to chafe against his self-esteem. "Eh, I don't think..." he started, but Trip jostled his shoulder slightly before letting go.

"Seriously, man, we could get you a six-pack in no time," he said, smiling.

There was no universe in which Fitz would ever be as toned and muscled as Trip, Hunter, or Mack. Of that, he was sure. "Uh--thanks, but I'll pass," he said, shifting his weight from one foot to the other. "It's, uh--I don't think it's really my thing."

Trip shrugged amiably. “Well, the offer still stands.” He looked past them, into the interior of the quinjet, and bent to pick his medkit up off the ground. “We’d better go get strapped in, May looks like she’s ready to leave.”

Fitz followed Skye up into the jet, Trip close on his heels. Once they were buckled into their seats, May brought the ramp up and prepared for liftoff. Soon, they were up in the air and cleared to move about, and Fitz settled in for a long flight.

He spent some time running diagnostics for the D.W.A.R.F.s on his tablet, only marginally aware of Trip and Skye talking animatedly in the background, Mike occasionally joining in. He found he didn’t really want to join in on their conversation, preferring to keep to himself. He’d never been very good at small talk, and he didn’t feel up to pretending he was.

Trip’s offer to spend time in the gym with him lingered longer in his mind than he would have thought, and left him feeling unexpectedly glum. It wasn’t that he disliked Trip, or even that he was wholly against the idea of getting in better shape. It all came back to the small talk. He didn’t know what topics Trip and Hunter usually discussed while working out, but Fitz was fairly sure he’d have nothing to add.

If anyone ever found themselves privy to the grumbling and mumbling that went on inside his own head, they would probably think he didn’t like his team, but that wasn’t the case at all. He did genuinely like them, and got along better with them than he had with anyone at SciOps. Out of all of them, he was probably closest to Skye; they’d bonded over being thrown into the wild ride that was Coulson’s mobile unit without any field training, and he’d even nursed a bit of a crush on her at first. Then there was Trip, who was so open and easygoing that Fitz was convinced he could make friends with anyone. Bobbi was just as friendly, and they worked well together in the lab. Sometimes he’d while away a Saturday afternoon playing Call of Duty with Mack and Skye in the Playground’s common room, and Hunter was surprisingly easy to get along with despite the fact that being British was the only thing they had in common.

But something always felt missing. Even after everything they’d gone through together, in the field, dealing with Hydra, and restarting S.H.I.E.L.D., Fitz still felt like he didn’t fully click with any of them. He didn’t have anyone he could talk pure science with--all of the lab techs treated him like a boss and Bobbi had her attention split between the lab and doing double duty as a specialist--and he wasn’t very knowledgeable about the things they seemed to like, like sports or mainstream pop culture. There wasn’t anyone he truly felt connected to, or who understood him on every level. There had never been anyone like that.

Most of the the time, Fitz didn’t let it bother him. He had enough work to keep him busy and occupied enough that his mind rarely ever strayed to what was lacking in his personal life. But then there were times like these, when the profound loneliness he kept hidden inside reared its ugly head, and he found himself wishing for something, or someone, to come along and fill the void.

But stewing over his occasional internal misery wasn’t going to do him any good now. He put his focus back on the diagnostics he was running, then double-checked his backpack to take a quick mental inventory of everything he’d brought with him. After that, he decided to get in a short nap before they landed, knowing he’d need all his energy for whatever lay ahead.

A couple of hours later, he woke up to Mike gently shaking his shoulder. “Time to suit up,” he said. “We’re getting close.”

Fitz stretched to get rid of the crick in his neck, then bent to retrieve his jacket and vest from the floor next to him. Directly across from him, Skye and Trip were donning their cold weather gear and vests as well. Mike was already good to go. They all strapped back into their seats as May brought the quinjet down to land.

After May had joined them in the back and geared up as well, she gave them all an appraising look. “The signal’s coming from a large building complex. I’ve put us down as close as I could to it. Fitz, I want you to start a scan of the area as soon as we’re on the ground; Skye, I want you to see if you can get a lock on exactly where the signal’s coming from. Trip, Mike, have your guns out and ready. From what I could see, the compound looks dark, but I want us to be prepared for anything.”

Everyone nodded in understanding, and as May hit the switch to lower the ramp, Fitz bent to get a tablet and one of the D.W.A.R.F.s out of his backpack. He picked Happy for the job, as it had the longest sensor range and could scan in a variety of different modes. Once he got the drone up and buzzing next to his head, he followed Skye down the ramp and out into the cold twilight air.

Outside, a moderate wind was blowing, whistling across the frozen ground and kicking up bits of snow as they walked. In the distance, they could see a wall lined with barbed wire, the gate wide open, and beyond it, a large structure flanked by a few small buildings. But that wasn’t what drew their immediate attention. May had landed the quinjet close to another aircraft.

Trip gave a low whistle as they approached it. “Now _that_ is what I’d call old and busted,” he said. “It’s an older model S.H.I.E.L.D. jet,” he added when May gave him a look. “I didn’t know we had any like this still in service.”

“We don’t,” May said flatly. “Not that I know of.”

“You think it’s our guy?” Mike asked.

“I’ll tell you one thing it is,” Trip said as they came up alongside the main fuselage. “It’s frozen solid.” He reached out to rap his knuckles against the thick sheet of ice that covered the jet. “I don’t think this bird’s been up off the ground in a long time.”

Fitz glanced over at Skye. She was frowning up at the plane, her hair whipping about her face in the wind.

“Skye, are you getting anything on the signal?” May’s eyes were narrowed as she looked past them toward the wall.

“Oh!” Skye nodded and tapped in a few commands on the special wrist unit she had. “Actually...no. I can’t--” She entered a few more commands. “I’m getting it, I can receive it, but I can’t--I can’t get a lock on _where_ exactly it’s coming from. I’ve got it narrowed down to the largest building back there, but...that’s it.”

May turned her gaze on him. “Fitz?”

Fitz had already directed Happy to fly ahead of them, the tiny drone’s progress hindered slightly by the wind buffeting it. At May’s question, he consulted the readouts on his tablet. “Ah--nothing yet, not picking up any heat signatures besides our own. But if someone’s here, we’ll find them when we get inside.”

“Okay,” May said. “Let’s get moving.”

She led the way across the open field that separated the two jets from the building complex. Trip was behind her; he didn’t have his gun raised, but his eyes were alert. Skye and Fitz followed him, both of them concentrating on the separate scans they were running. Mike brought up the rear.

As they reached the wall and walked through the open gate, Fitz looked around the compound with interest. There were two smaller buildings to each side of them, leading up to a large building that was burrowed into a rocky hillside behind it. Several large anti-aircraft guns lined the perimeter, silent and still. They headed straight for the larger building, but Fitz sent Happy to quickly scan one of the guns as they passed it.

“Those are some pretty hefty guns they’ve got here,” he said, eyes focused back on his tablet. “They’re older, but they’d still pack a punch. I can’t detect any power going to them, though. They’re not on.”

“Good for us,” Trip said firmly. “At least we know we won’t be getting shot at.”

“That would have been one hell of a welcoming committee,” Mike added.

The courtyard was deserted; they didn’t see any sign of life as they crossed it toward the main building. When they reached the front doors, Skye and Fitz stood off to the side as May tried the handle, Mike and Trip flanking her with their guns raised.

“Still not picking anything up,” Fitz reported. “I think we’re clear.”

After several attempts at turning the handle--it too was frozen--May gave it a solid kick, shattering the ice. Then Trip opened the door, May and Mike swiftly bringing their guns up to the ready. Slowly, they all filed inside.

Darkness met them once they were in; the power wasn’t on there, either. “Hope everyone remembered their flashlight,” Trip murmured, pulling one from his belt clip. Fitz paused to get two out of his backpack, handing them off to Mike and May. The light from their combined beams bounced eerily around the lobby area they’d found themselves in, the thin layer of frost that covered the walls glittering brightly. It was obvious that no type of central heating or ventilation had been on in quite some time.

“Well, this is cozy,” Skye said darkly, shining her flashlight into the far corners of the room. “Anyone besides me expecting zombies to jump out at any minute?”

Fitz huffed a quiet laugh, still focused on his tablet. He’d sent Happy to go hover by the nearest door leading out of the lobby, getting a scan of as much of the interior of the building as he could.

“Or Hydra,” May said. “Keep alert. I don’t like how this is looking.”

There were two doors on opposite ends of the lobby; they chose to take the one on the right, which led into a long corridor with a few doors set into the walls at regular intervals along it. They found yet another corridor at the end of it. All of the doors opened easily, though Fitz noted that the main ones at each end of the corridor seemed to be connected to hydraulics of some sort; if the power in the building were on, they would have been automatic doors requiring a passcode to open.

“Anything more on the signal?” May asked as they moved deeper into the building.

“Nope.” Skye was frowning at her wrist unit. “The signal keeps bouncing around and I can’t lock it down. Also, it--uh, it’s cutting in and out. Not like it’s losing power, but like...like something is deliberately turning it off and on again.”

“Why would they do that?” Trip wondered aloud as he opened another door, shining his flashlight ahead of him down the next corridor before stepping through. “That doesn’t make any sense. I’m starting to think--whoa, hold on.”

They all stopped in their tracks. The beam of Trip’s flashlight had crossed over several bullet holes pockmarking the wall. May pushed past him to get a closer look, bending over until she was at eye level with them.

“These aren’t fresh,” she said after a moment. “I can see dust and frost on the inside of them.” Fitz directed Happy to go hover close to one of the other bullet holes, scanning it as well. The drone only confirmed what she said.

Trip shook his head. “Something ain’t right here,” he muttered. “It’s too quiet. Too empty.”

Fitz licked his lips. “Let me send Happy further on down the hall. He can scan for bullet casings or anything else that might tell us more about this.”

Just as he looked down to his tablet to instruct Happy where to go, he was hit with a sudden wave of extreme nausea. His steps faltered as he staggered, holding his tablet to his chest as he bent over at the waist, squeezing his eyes shut and trying not to vomit. He heard a low noise that took him a second to realize was himself, groaning sickly. _What the hell?_

“Whoa, Fitz,” Skye said from behind him. “Are you okay? You--”

His vision blacked out with such force that it felt like someone had grabbed him by the hair and violently pushed his head underwater. A loud rushing noise filled his ears, as though he were free-falling, and he thought he might almost be sick again. Then, just as suddenly as it had started, he slammed back into consciousness with a jolt.

He was lying on the ground on his side, his knees tucked up against his chest. But he wasn’t cold, and it wasn’t dark. When he squinted his eyes open as the last of the nausea faded away, he could see warm sunlight shining down on green, sweet-smelling grass, a paved walkway underneath him and brick buildings in the distance. Everything looked slightly blurred around the edges, like his eyes couldn’t properly focus.

_What?_

There were feet in his line of vision, several sets of them, and they were moving. Shuffling. Kicking. Kicking _him_. He instinctively brought his legs and arms closer against his chest to protect himself as blow after blow hit him, and he could hear voices rising over the sound of his blood pounding in his ears. They overlapped each other, cruel laughter mingling in between, shouting and taunting and teasing.

_Loser!_

_Leo’s a freak!_

_He’s such a baby! Look, he’s crying!_

_Sissy!_

_Haha, stupid, won’t even fight back!_

_Leopold’s a freak! A freak!_

_A FREAK._

Fitz curled his arms over his head and shut his eyes as he cried out in horror. Somehow, some way, he’d been plunged straight into one of his worst memories. He’d never fit in well at school as a child; bored with the curriculum, his mind had always wandered and his hands had always itched to take things apart and rebuild them. His precociousness had set him apart from his peers. Not knowing how to handle someone so far outside of their mold, most of his classmates had reacted to him with derision, teasing him mercilessly and making him an outcast. He’d never fought back, only withdrawn more into himself, which made him an even easier target. It had all come to a head one afternoon when someone had tripped him as he’d left school, and their daily game of name-calling had suddenly morphed into something more physical.

One of the teachers eventually came running out to break the group up, but the damage had been done. Fitz had gone home with a split lip, a black eye, and a crushed spirit. He was eight years old.

His mother had immediately pulled him from school and set about trying to find other options for him, though they were limited due to them not having much money. He’d ended up being placed in another school but skipped forward several years. While it had been much better for him academically, learning at a higher level, he’d been so much younger than his new classmates, and they had pretty much left him alone. It was one miserable experience traded for another.

But Fitz didn’t understand what was happening, how he could be in a cold, dark corridor in Siberia one moment and back in Scotland reliving a terrible memory the next. He hadn’t thought of the incident in _years_ , had fully repressed it and shoved it down into a far corner of his mind where it could hopefully never trouble him again. So why now? Was he hallucinating? And how did it feel so _real_? He could feel the sunlight on his skin, feel the sharp sparks of pain as he was kicked and jostled around, felt just as much anguish as if it had happened yesterday.

“Help,” he whispered weakly.

Suddenly there was a jerking sensation in his gut, as if he’d been lassoed around the waist and was being pulled sharply backward. The grass and the pavement and the feet kicking him all blurred out to blackness, and once again he heard that rushing noise. Then, just as quickly as before, the world snapped back into focus.

This time he was standing in the entrance to the kitchen of the small flat he’d shared with his mum in Glasgow. She was there, facing the sink, her hands clutching the edge of the counter and her head bowed. When he looked closer, he could see that her shoulders were shaking. She was crying.

Cold dread settled in Fitz’s stomach as his heart plummeted. How many times had he caught his mother like this, torn apart by grief but trying her best to hide it? The loss of his father had affected her deeply--it had affected them both--and he couldn’t remember ever feeling as wretched as he did when his mother was desperately unhappy and he knew there was nothing he could do to fix it.

Seeing the stoop of her shoulders and hearing her soft, hitching breaths filled him with a horrible, aching sort of pain. It swallowed him whole, drowning out everything else--his fear, his confusion, even his rational logic. He took a step forward. “Mum?” he said shakily. “Mum, don’t...please don’t cry.”

“It’s not real.”

Fitz jumped, startled. A woman had appeared next to him from out of nowhere. She looked to be about his age, dressed in jeans, a sweater, and a blouse, with long, wavy brown hair falling over her shoulders. She looked faintly familiar, but he couldn’t think of where he would have seen her before. She was looking up at him with wide amber eyes, and her tone--English accent, she was English--sounded urgent.

“Wh--what?” he stammered, completely thrown.

“It’s _not real_ ,” she repeated, reaching out to lay a hand on his arm. “You have to wake up.”

“I--” He looked down at her hand on him, then back up to her face. “What’s happening? Who are you?”

“A friend,” she said firmly, and clenched his arm harder. “But you _really_ need to wake up. You have to fight this.”

He shook his head. “Fight what? I don’t even know what’s going on, I--”

She moved to stand in front of him, facing him fully. Behind her, his mother still stood crying at the sink, as if she couldn’t hear them, as if they weren’t even there. “He’s getting into your mind, trying to wear you down, make you scared,” she said, twisting her hands together.

Fitz shook his head again, utterly confused and frustrated. “ _Who_ is trying to get into my mind?”

“Garrett,” the woman answered immediately. He didn’t recognize the name. “But the details aren’t important right now. Getting you out of here is. You have to focus on your team, concentrate on them. They’re going through the same thing you are.”

“I have to--” It sounded silly, way too dramatic and clichéd, like something out of a fantasy movie. “Are--are you helping them, too?”

“No.” When his attention strayed back to his mother, the woman reached out with both hands to grasp his shoulders and lightly shake him. “Focus! If you tell yourself this isn’t real, if you really believe it, you can fight him. Concentrate on what _is_ real. That’s your team.” She gave him a bracing smile. “I know you can do it.”

Giving his mother one last, lingering glance, feeling his heart twist, Fitz took a deep breath and closed his eyes, nodding. “Right,” he mumbled, not wholly convinced.

None of it was real--not the schoolyard and the taunting shouts, not his mother and their tiny kitchen. He was in Siberia, on a mission with his team. There was May, all stoic stability; Skye with her humor and quick wit; Trip, steady and optimistic; and Mike, quiet but determined. They were what was important--not these awful, faded memories from his childhood.

_It’s not real. It’s not real. I have to wake up._

He could still feel the woman’s hands on his shoulders, but her voice sounded far away, muted and faint, almost dreamlike. “You’re doing well, Agent Fitz. You’re almost there.”

_How does she know my name?_

_No_. This woman, whoever or whatever she was, was not real. Not important. May, Skye, Trip, and Mike were.

_It’s not real._

_Wake up!_

Fitz opened his eyes with a gasp, his chest heaving as if he’d just run a great distance. Relief swept over him when he realized he was back in the dark base corridor, leaning heavily against the wall. Sucking in a deep breath, he turned around and squinted into the wavering lights of the team’s flashlights.

“What the hell was that?” Trip demanded, his voice rough. He was bent at the waist, his hands on his knees, his face twisted into a grimace. At his feet, Skye was collapsed on her knees, just lifting her face from being buried in her hands. Mike was pinching the bridge of his nose, shaking his head, and May--May looked furious.

“Some kind of--” Fitz cut himself off. He didn’t really know what to make of what had just happened, but he _was_ fairly sure that telling his team he’d hallucinated a beautiful woman talking about some guy named Garrett would not go over well. Not without knowing what they’d experienced. “Some kind of--mental attack, a psychic...or something?”

“Or _something_ ,” Skye said with feeling as she pushed herself back up to her feet. “Suddenly it was like I was reliving my worst memory ever. I was being sent back to the orphanage…” She shook her head to clear it, then looked at him. “Was that what happened to you?”

He bit his lip, then nodded. “Yeah. Yeah...it was, uh, back when I was a kid.” He didn’t want to go into the details; the dredged-up memories still felt too raw.

Skye looked over at Trip, who was now keeping a wary eye down the hall, like he expected someone to come through the door at any moment. “What about you?”

Trip frowned. “It was my mom after my grandfather passed away,” he said.

“When Ace was kidnapped,” Mike volunteered. He, too, looked troubled.

Skye looked at May. “What about you?”

May ignored her, turning to look past her toward him. “Fitz, check your readings again. You’re sure there are no other heat signatures here besides us?”

“Uh--” He lowered his tablet from where he’d been clutching it to his chest. His eyes flew over the readouts, double-checking everything before he shook his head. “Ah, no. Not that I can see. Happy’s got a long sensor range but he still can’t scan this entire building. There’s a chance there could be someone on one of the lower levels, but--” He looked back up at May. “I seriously doubt it. There’s no one here.”

May nodded once, tersely. “Well, I think we can all agree that something is wrong here. I don’t like it. We need to get back to the quinjet and radio in.”

Fitz reached up to pluck Happy from where he was still hovering near his head, then tapped at his tablet to power him down. But before he could get his backpack open to drop the drone inside, a low whine rumbled through the building, sounding like a generator coming to life, followed by a series of sharp, metallic clicks, like circuit breakers switching--or doors locking. At the far end of the hall, next to the door they’d come through, Fitz saw a dormant keypad light up, its indicator light blinking red.

Everyone froze, looking around quickly, their already-frazzled nerves on high alert. “Uh, did that happen because we just said we were gonna bail, or was that a coincidence?” Trip asked.

“We’re not waiting to find out,” May said.

Both Skye and Mike nodded, and as one the team turned to rush toward the door at the end of the corridor, Fitz hastily dropping Happy into his backpack as they went. Skye reached the door first, but when she tried the handle, it didn’t budge. She swore under her breath. “It’s locked.”

May turned to look back down to the other end of the hall, where there was another door that they’d yet to reach. “Trip, check that other door,” she ordered, voice tight.

“On it.” Trip jogged toward it, gun raised, the beam of his flashlight bouncing wildly off the walls. Fitz turned to push past Mike and Skye to get a better look at the keypad on the wall, but he wasn’t able to ascertain much more than the fact that it was outdated before he heard Trip call out. “Nope. This one’s jammed, too.”

Fitz looked up at May. Her mouth had set down into a firm, hard line. “Let me try the comms,” Skye said, adjusting her wrist unit. Almost immediately, she frowned and tapped at the ear she was wearing her receiver in, then tapped at her wrist again. “It’s--I’ve got nothing,” she said after a moment, her face apprehensive. “There’s no signal.”

Something like dread settled in Fitz’s gut as May looked at each of them, and said what they were all thinking: “It’s a trap.”


	2. Chapter 2

**Notes for the Chapter:**

> Music aesthetic: [Masami Ueda - Land of Confusion (Resident Evil 3)](https://www.youtube.com/watch?v=mQg85TL69C0)

“A trap from _what_ , though?” Skye wondered aloud, looking down the empty hallway. “You heard Fitz; he said this place is deserted.”

“It can’t be,” Mike said. “Not if--someone was messing with our heads. Someone’s here. Someone had to send out that distress signal.”

Fitz thought of what the woman in his vision had said. _Garrett_. Whoever was behind this, she seemed to think he had a name. However, he hesitated again on saying anything. She’d said she wasn’t helping anyone else and they hadn’t mentioned her; as a result, he didn’t entirely trust his own brain. If whatever or whoever was at work here had the ability to force him to relive his own worst memories, who was to say they hadn’t created a guardian angel as well, just to trick him, to lull him into a false sense of security?

 _But she helped_ , he reminded himself. _She told me what was happening, even if she was vague, and she helped. She said she was a friend_.

No. He couldn’t think that way. Whatever she was, she certainly wasn’t _real_ , and he didn’t put much stock in anything he couldn’t back up with the scientific method. Shaking his head to clear it, Fitz focused on the continued debate behind him.

“Well, we’re going to need a way to bust through this door,” Trip said, rapping a knuckle against it. “We’ve got to get out of here.”

“I can help with that.” Fitz pulled his backpack around so he could slip his tablet back inside and then dig through it. “I’ve got some charges that should do the trick.”

“Charges?” May asked.

He pulled one of his patented doorbusters out of his backpack and held it up. “Light explosives,” he clarified. “Back up.”

May, Skye, Trip, and Mike did as he asked, retreating down the hall to a safe distance. Fitz attached the charge to the door, right next to the handle, then hit the timer before jogging back to join the others and turning to face away from the door. A few seconds later, he heard a loud bang behind them; he looked back to see sparks fizzing out around the door handle, a small plume of smoke rising from it. Going back to the door, he tried the handle, but was dismayed to find that it still wouldn’t open--his doorbuster had failed.

“What?” he cried, his voice rising in indignation as he jiggled the door handle again. “It didn’t--I mean--I know this door’s steel, but the charge should have done _something_.”

He heard Trip sigh behind him as he bent to get a look at the small hole the charge had burned in the door itself. From what he could see in the dim light of their flashlights, there was at least one deadbolt included in the lock mechanism. In order to be unaffected by the doorbuster, it had to be made out of an advanced alloy he wasn’t familiar with. So, not steel then.

_What is this place?_

“Mike, you think you can kick the door down with your leg?” Trip asked. Fitz glanced back; Mike was giving his enhanced cybernetic leg a considering look. Straightening up, Fitz put his hands on his hips and shook his head.

“Probably not,” he mused. “The door’s made of stronger stuff than steel, and if it’s bolted the way I think it is, the best he could do is warp the hell out of it in its frame, and we still wouldn’t be any closer to getting out.” He sighed. “And I don’t want to risk larger explosives, not in this contained an area.”

May narrowed her eyes. Looking disappointed, Skye said, “Is it too much to hope you’ve got the Mouse Hole on you?”

He winced. “Yeah. Didn’t think I’d need it for this. _But,_ trust me, I will be including it from now on.” He pulled his backpack back around his side and held up a finger. “I’ve got something else I can try, though.” After a brief moment of searching, he pulled out a small black box. “Code descrambler.”

He held it up to show them before shouldering his backpack and turning to the keypad set into the wall next to the door. He fit the descrambler over the keypad, waited until he felt it take hold against the keypad’s frame, then punched in a few commands once the interface lit up. Immediately, it started zipping through its code.

“How long will it take?” May asked.

Fitz shot her a brief look before crossing his arms and going back to watching the descrambler do its work. “A while, possibly, or no time at all. Assuming the code for this door is alphanumeric, which I’m going to based on the basic keypad, there are literally millions of different possible combinations.”

“Ugh.” Skye’s face twisted. “I bet I could speed it up if I could hack into the system. I’d be able to open _all_ the doors.” Her hands twitched, as if they were itching to get ahold of a keyboard. “You’re sure this is the only way out?”

“Fairly,” he murmured. “From what I saw on the scans, going back the way we came would be fastest.”

Just then, the descrambler beeped and the indicator light on the keypad glowed green. A large metallic click came from inside the door; the deadbolts had released. Fitz sighed in relief and reached for the door handle, but before he could so much as touch it, the click sounded again and the descrambler gave another beep, the indicator light switching back to red. He frowned.

So did May. “That wasn’t supposed to happen.” It wasn’t a question.

“Er...no,” Fitz mumbled, squinting at the device. “I mean, it’s not _bad_ \--it could just mean that it hit a false positive. Give it another minute.” But when the descrambler simply repeated itself a few times, unlocking the door for a brief second before locking it again, he admitted to himself that something was wrong. “Something’s interrupting it,” he said after the fifth time the indicator light went back to red. “That’s the only reasonable explanation. That, or the system’s somehow detecting an anomaly and shutting the descrambler down faster than it can keep the door open.”

“Or someone’s waiting with their finger on the trigger,” Trip said darkly, wary eyes tracking over the length of the corridor.

“You _really_ don’t think someone’s actually here, do you?” Skye asked. “I mean, look at this place. Middle of nowhere, completely dark, and there’s at least an inch of dust on everything.” She swiped a finger over the wall closest to her. “It’s deserted. Maybe--maybe that distress signal was some sort of freak... _thing_. Something left over.”

Fitz shook his head. “This is deliberate,” he said, watching the light stutter from red to green, then quickly back to red again. Once more, he thought of the woman from his vision. “I think...maybe we need to be prepared for anything being a possibility.”

They all watched the descrambler stop and start again for a few moments in silence, and every second that ticked by, Fitz could feel his team’s growing impatience and anxiety. It weighed down on him, threatening to smother his confidence, but he tried his best to stand firm. He was sure of himself and the tools that he built; they just needed to give it time.

The indicator light blinked back to green. It took a second for Fitz to realize that it was staying green this time, and that he hadn’t heard the deadbolts click back into place.

“Look,” Skye blurted, and both she and Trip dove for the door handle. Trip got there first, and he whooped in victory as the handle turned and the door opened inward with a quiet hiss. He stood back as Skye and Mike hurried through to the next corridor, May bringing up the rear. Pleased, Fitz reached out for the descrambler, but stopped and did a double-take at the door, his heart sinking.

“What is it?” Trip asked. He’d started to go through the door too, but stopped to hold it open with an arm when he saw Fitz hesitate. “What’s wrong, man?”

Fitz grimaced. “The door, it’s automatic, yeah?” Trip nodded, and he looked back at his hands, hovering over the descrambler. “If I remove the descrambler, it takes away the correct code. The door will close.”

“So leave it!” Skye cried, reappearing in the doorway next to Trip. “We’re not leaving you behind.”

“No, I’m not just going to _leave_ it, we’ll need it to get through the other doors--”

“Come on, Fitz, just leave it; we’ll figure out another way. Or grab it and hurry.”

He looked back at the descrambler, then took a deep breath and reached for it--just as the indicator light turned red. His eyes widened.

“Shit,” he breathed, and yanked the descrambler away from the keypad. Then he dove for the door, which was already closing despite Trip and Skye’s yelling and pushing against it. But he was too late. He barely managed to yank his arm back before the door crushed him, and he threw his body against it just as it snicked shut, plunging the corridor into darkness.

“Fitz! _Fitz!_ ” Skye’s shouts were muffled through the thick metal, and Fitz slapped it in frustration, angry at his own hesitation.

“I’m fine, Skye,” he called back. “Just--bugger.” He looked around for a brief moment, unable to see, before blindly pulling at his backpack to rifle through it for a flashlight. He swore quietly. “I’m going to have to try again.”

There was a pause before Skye spoke again. “Yeah, well, it’s not like we’re going anywhere, either. You were right; the other door’s locked, too.”

He sighed, feeling a headache coming on behind his eyes. Finally locating a flashlight, he pulled it out and clicked it on. “Was that one of the automatic ones, too?”

“Not sure. It doesn’t have a keypad, though.”

He nodded to himself. “Right. Might want to let Mike have a go at that one.”

“Gotcha.” Skye’s sigh was audible through the door, and he could hear May and Mike speaking in the background. “I’ll stay here in case, you know...you get the door open.”

It was Fitz’s turn to sigh. Shaking off what frustration he could, he turned to reattach the descrambler to the keypad and put it back to work.

Luck was not on his side. The descrambler worked at a quick pace, but the indicator light refused to turn green. After five minutes--he was keeping track of the time on his wristwatch--he let his hand fall away from the handle, where he’d been keeping it in case he needed to quickly turn it. At ten minutes, he began to pace back and forth, his arms folded across his chest, watching the beam of his flashlight play over the drab walls. Skye kept him updated on the situation on her end, her voice regaining some hope when she reported that Mike had been successful in kicking down the next door.

After fifteen minutes, Fitz had had enough. “I think this is a bust,” he said through the door, expelling a harsh breath. “I’m--it’s not going to work again.”

“Well, what are we going to do?” Skye’s reply was immediate. “We’re not leaving you.”

He frowned to himself, removing the descrambler from the wall again and dropping it into his backpack. “I’m going to try...are our comms working, at least?” He backed away several steps from the door, then reached up to tap at his earbud. “Skye, do you copy?”

There was a brief crackle of static before her voice came through. “Yeah, I copy. A little interference, but I can hear you.”

“Yeah, same for me.” He bent over to set his flashlight on the floor, beam facing up, then reached for his backpack again. “You should try to get as far as you can back toward the entrance; I’ll see if I can make my way around to you. When I was scanning the structure with Happy, I saw that some of the doors on this hall led to rooms that might be attached to another. They might interconnect somewhere.”

“And if they don’t?”

Fitz sighed again. “Then...you might _have_ to leave me. Get out, tell Coulson what’s happening, then come back.”

There was a long moment where Skye didn’t reply. He got his tablet back out, then powered up Happy. Retrieving his flashlight, he stood back up, tapping at the tablet to have Happy start scanning again. Finally, Skye spoke. “I don’t like this.”

“Well, I don’t like it either, obviously,” he grumbled, “but right now there isn’t much of a choice. May?”

He heard another burst of static, nearly drowning out May’s reply. “Yes?”

“You should focus on getting back to the quinjet. I’m going to see if there’s another way out of here.”

“Copy that, Fitz.” May sounded as collected as always. “Be careful.”

Taking a deep breath, Fitz nodded even though they couldn’t see him, and turned to look down the long hallway. The beam of his flashlight barely hit the far end. It took him a moment to shake off the faint undercurrent of panic that was threaded below his resolve and focus, but once he did, he started off down the hall, instructing Happy to buzz along just ahead of him.

He walked slowly, keeping an eye on the readouts on his tablet as he went. He would have felt much better having his gun out and ready, too, but he only had so many hands. The weight of the holster at his hip was a reminder that it was within easy reach should he need it.

The door at the far end of the hall was still locked. Fitz didn’t even bother trying the descrambler on it; instead, he turned his attention to the four doors set into the wall halfway back down the hall. There were two on each side and, according to the information Happy transmitted back to him, they led into rooms instead of more hallways. He stopped in front of them, letting Happy drift closer to the wall to get a better look. He could see the outline of doors on the opposite end of the rooms on his right, which seemed to lead to another hallway. Zooming out a bit, he took note of where the heat signatures of the rest of his team were.

His mind made up, Fitz tried the handles of both the doors in front of him. Locked. He’d expected it, but it didn’t make him any less annoyed. Fortunately, however, neither of the doors had keypads, and when he knocked on them to gauge their structure, they seemed much less solid than the one that had trapped him. He was struck by a burst of confidence, and he set his tablet aside for a moment to pull another doorbuster charge from his backpack.

He was relieved when the charge worked and the door opened easily when he turned the handle. Opening it slowly, he shined the beam of his flashlight in ahead of him. The light bounced off a couple of small tables ringed by hard plastic chairs, and what looked to be a row of equipment lockers against the wall. Certain it was safe, Fitz pushed the door open wider before tapping at his tablet. Happy zoomed through the doorway with a quiet swish, and he followed.

There was nothing else in the room. He was a bit bemused at having evidently found a break room, but perhaps even dodgy abandoned facilities in the middle of the Arctic needed leisure spots. The equipment lockers were open but they were all empty, and as with everything they’d seen so far, were covered in a thick layer of dust.

As he turned away from them to head for the door on the far side of the room, he was suddenly hit with the overwhelming feeling of being watched. Gasping slightly, he jerked his flashlight up to hold at the level of his eyes, shining it into all of the dark corners of the room.

Nothing was there. Nothing except Happy, hovering in place near the door. Swallowing, Fitz aimed his flashlight up to the ceiling and panned around, but there was no evidence of any cameras or other security devices. Still, he couldn’t shake the feeling that someone was watching, and that they were watching closely.

“Skye?” he said, wincing when his voice cracked a little. The comm in his ear burst into a storm of static, and it took a moment for him to make out Skye’s response.

“Yeah?”

“You don’t--uh, you haven’t seen any security cameras around, have you?”

Skye hummed briefly. “No,” she replied slowly, “which is a bit weird, but--why?”

Fitz could feel the hair on the back of his neck prickling. “It feels like I’m being watched,” he mumbled, and shook his shoulders, trying to shrug the sensation off.

“What was that?” Skye asked, after another burst of static. “Sorry, you’re breaking up a bit.”

“I--I feel like someone’s watching me,” he repeated. “But I don’t see any cameras or anything else. It’s creepy.”

Skye tsked. “I’m sure it’s nothing,” she said. “Maybe it’s just you, because you’re alone in the dark, in an unfamiliar place, and you don’t go on field missions often--”

“I’m a bloody scientist, Skye, not someone fresh out of the Academy,” he snapped, anger flaring suddenly. “I’m every bit the capable field agent that you are. Don’t tell me I’m _scared_.”

He _was_ scared, a little bit. But he was also enough of a professional to know he could keep his focus and get the job done despite that. He knew he’d been a bit naive when he’d first joined Coulson’s team, having never left the lab before, but his experiences since then had been a trial by fire. He’d earned his spot on field missions. Having Skye insinuate that he was less capable, or anything approaching a coward, cut Fitz deeply--especially considering Skye herself had bypassed all the formal training required to become a S.H.I.E.L.D. agent. Hell, even Mike had more Academy experience than she did.

“I, uh--sorry, Fitz,” Skye said after a moment, sounding much more subdued. “It was a joke. You know, just trying to keep things light.”

“It’s not just you, man, I feel it too,” Trip cut in, before he could reply.

Fitz felt the tension in his shoulders ease, just slightly. “Well,” he said gruffly, trying and failing to relax a bit, “good to know it’s not just me.”

“What’s your status, Fitz?” That was May, her voice clipped and sharp.

He tested the handle of the door in front of him, glad to feel it turn easily beneath his hand. “Well,” he said, opening it and stepping slowly through, “I made it to another hallway. It looks a lot like the last one, though. I don’t have a lot of door charges left.” He tapped at his tablet, directing Happy to head off toward one end of the hall, and watched the drone disappear into the darkness beyond the edge of his flashlight’s beam. “What about you?”

“We’ve made it through a few doors,” Trip answered, his voice garbled through a prolonged burst of static. “But the door to where we came in is locked down tight. We need you to get us through, so we’re trying some of the other rooms to meet you in the middle.”

Fitz zoomed out on his tablet display again, checking the location of his heat signature in relation to the others’. They were farther apart now. He frowned slightly, then shrugged off his worry.

“Right, copy that,” he said after a pause. “Headed in your direction, too. Or--trying to.”

He set off in the direction he’d sent Happy. A quick inspection of the new hallway showed him that all of the doors were locked there as well, but this time, all of the doors had keypads. He muttered a few choice epithets under his breath for the benefit of whoever had trapped them-- _Garrett_ , the woman’s voice whispered in his mind--and grudgingly set his tablet down at his feet so he could try the descrambler again.

He let it run for five minutes without any green indicator lights before he felt his patience grow thin. The feeling of being watched hadn’t gone away, and the longer he stayed in one spot, the more spooked and uneasy he felt. His rational mind argued that he _knew_ the building was deserted, and he had the evidence to back it up, but lingering alone out in the wide open of the hall made him feel like an easy target.

Coughing uncomfortably, he pinched the bridge of his nose for a moment. “May?”

“Yes, Fitz?”

“I’m stuck. All of the doors on this hall are locked, and they’ve all got keypads. I’m running the descrambler again, but I don’t think it’s going to do any good here, and-- _whoa!_ ”

He’d gone to rest back against the door adjacent to one he was working on, leaning heavily against the handle, but he hadn’t expected it to suddenly be unlocked. He yelped in surprise as the door flew open beneath his weight, and he stumbled into the dark room beyond, his arms pinwheeling.

“Fitz?” It was May again. “Fitz, what happened, do you copy?”

“I’m fine, I’m fine,” he said quickly, steadying himself and willing his heart rate to slow down. “Just--one of the doors unlocked. For no reason.” Redoubling his grip on his flashlight, he peered into the room he’d fallen into. It was large, bigger than the one he’d previously passed through, and held a few rows of what looked like old computer terminals. Spying another door on the far side of the room, Fitz turned back to pick up his tablet, sending Happy ahead to go scope it out. After a moment, he frowned down at the results. “There’s another door here, but it’s a dead end. The scan looks like it’s just a closet. So, that’s that.”

On the other end, someone hummed thoughtfully. “I swear, someone’s here,” Trip said. “If that door unlocked for you, maybe another one will. Or we’ll get lucky.”

“We don’t have the time to waste,” May replied. “And we can’t sit here and wait around for luck. Fitz, look around. Do you see any other way out, anything at all? Maybe a vent?”

“Uh…” He scanned the room, pausing when light fell on a large, square grate up on the ceiling. “There’s one here in the ceiling.” He made a face. “Wait, are you _seriously_ suggesting that I climb up in the bloody ventilation?”

“Yes, I am,” May shot back. “We don’t have a lot of options, so we have to make do. See if you can do it.”

Sighing heavily, Fitz moved closer to the vent, eyeing the way one of the desk rows went straight beneath it. “I can reach it, that’s for sure,” he said. “That won’t be a problem. It’s getting _into_ it that will be.”

“Afraid of a few pull-ups?” Skye asked, voice teasing, and Fitz felt his irritation flare up again.

“Let me remind you again that I was SciTech and not Ops,” he said testily. “I never had a _reason_ to do a pull-up.” He’d already slipped a small drill out of his backpack, and grunted as he climbed up on the desk, carefully toeing a keyboard out of the way so he could find even footing. He set his flashlight down on one of the old, boxy computer monitors, setting it on its end so the light would shine up. Then he started undoing the screws that held the vent cover in place. A cloud of dust shook loose from it as he pulled it away from the ceiling, and he coughed and spluttered a bit when it got in his eyes and nose.

Once he was back on the floor, he picked his tablet back up and directed Happy to fly up just inside the vent, switching the drone’s scans to visual. “Looks like it’s big enough for me to fit. Must be one of the main ducts,” he said, not without a little disappointment. He’d sort of hoped it would be too small to fit through and he’d have to go back to trying the descrambler. Speaking of which…

Fitz directed Happy to come back to him, then plucked the drone from the air and powered it down. Slipping both it and his tablet back into his backpack, he went out into the hall to retrieve his descrambler, which was still cycling through passcodes on the other door without any progress. When he had everything packed away, he climbed back onto the desk, then stretched to push his backpack into the vent ahead of him. Then he picked his flashlight back up. “Well, here I go,” he muttered.

“Into the garbage chute, flyboy,” Skye deadpanned, and Fitz rolled his eyes. Sticking his flashlight between his teeth, he reached up and fumbled for a moment, trying to get a good grip on the vent’s edges. Then he started to pull himself up.

It went well, for a moment. His arm and back muscles burned in protest, but he was able to pull himself up easier than he’d thought he could; evidently, lifting and carrying heavy equipment around the lab had been good for something. He couldn’t keep his feet from moving, though, instinctively wanting to find purchase on something. He grit his teeth around the flashlight, straining to gain another few inches--but then one of his hands slipped.

“ _Fuck_ \--”

His feet swung out and he fell, crashing down onto the computer monitors below before rolling off and hitting the ground hard, his flashlight spinning away out of reach. He could hear someone talking over comms, but he couldn’t make sense of it through the sharp pain that bloomed across his back and ribs. Gasping for breath, he rolled onto his side and curled in slightly on himself, waiting for the worst of it to pass.

“Ow,” he croaked.

“Fitz! What happened? Are you okay?” Skye sounded a little panicked.

He grimaced. “I…I fell,” he managed after a moment, his voice tight. Rolling onto his back, he glared up at the open vent hole, just visible in the distant light of his flashlight. “Who the hell put the air vents up in the ceiling in the bleeding _Arctic?_ ” he demanded. “That’s just bad design, that is. They should be in the wall.” He heard laughter then, light and feminine, and he scowled. “Skye, are you _laughing_ at me?”

“What?” Now, Skye’s voice sounded a little offended. “No, I’m not laughing; I just asked if you were okay!”

“Someone was laughing.” Annoyed, Fitz slowly pushed himself up to sitting, then crawled across the floor to where his flashlight had landed.

Suddenly, the computer monitor nearest to him switched on. He did a double-take, startled, before leaning forward to squint at it. The monitor glowed blank and empty until a command prompt window popped up, containing a single line of bright green text.

_ >look in the closet< _

Fitz stared at it for a long moment, not trusting what his eyes were seeing. Was it another trap? Misdirection? A trick by whatever it was that was controlling this place? Or was it the woman from his vision, trying to help again? As if sensing his hesitation, another line of text appeared.

_ >it’s a maintenance closet. there’s a ladder< _

Another moment passed before Fitz stood with a groan, feeling his back protest. He crossed the room to the other door, then tried the handle. It turned easily. Still wary, he opened it very slowly, half-expecting something to jump out at him. But there was nothing dangerous; just a few shelves filled with dust-covered cleaning supplies, a bucket, and--leaning against the back wall--a tall ladder.

“Thank you,” he breathed, and stepped forward to hook an arm around it.

“What was that?” May asked.

Fitz grunted as he stopped beneath the vent again and got the ladder settled, pushing a fallen computer monitor out of the way with his foot. “Oh--I, uh, I found a ladder.”

“Hey, that’s awesome,” Skye said brightly. He heard Trip and Mike hum in agreement. “Good job. Very convenient!”

It was maybe a little bit _too_ convenient. He looked back at the monitor the words had appeared on. The text was still there, the cursor blinking innocently on the empty next line, but nothing else had appeared. “I’m not going to argue,” he replied. “We need all the help we can get.” Taking a deep breath, he looked up at the vent hole again before grasping the sides of the ladder and beginning to climb.

Getting into the ventilation shaft itself was no easy feat. It was wide enough to allow him in, but only just, and short enough that he was forced to wriggle forward on his stomach. It made for slow movement. He pushed his backpack ahead of him as far as he could reach, then used what traction he could get with his feet and elbows to drag himself forward, all while trying not to let claustrophobia overwhelm him. It was, by far, the least glamorous he had ever felt in his entire life, and even though it was vain, he was very glad his team wasn’t there to see him struggle.

“I can’t believe I’m crawling through the bloody ventilation,” he grumbled after some time, his breathing unnaturally loud in the enclosed space. He wondered if this was what an earthworm felt like, burrowing through the dirt. “This is ridiculous.”

“Just as ridiculous as having every door locked but one of them suddenly deciding to open up at random?” Trip asked. “Because that just happened for us, too.”

“Really?”

“Yeah. We’re still not headed in the right direction for the entrance, but it’s something. I think we’re headed towards you.”

“Finally, some good news,” Fitz mumbled as he pushed himself forward again.

Skye laughed, the sound broken up by the low-level static interference that had become a constant by now. “You would make such a shit James Bond, Fitz.”

“Skye.” May’s voice was a warning.

“What?” Skye countered defensively. “If I can’t laugh, I’ll go insane in here. The creep factor is off the charts.”

Fitz rolled his eyes again. “Well, I’m not cut out to be James Bond, am I? I’m--I’m more like Q, anyway. I stay in the background and make all the gadgets.” He _liked_ staying behind the scenes. But thinking about that only reinforced his current predicament, and he grumbled again, scooting forward a little more. His self-pity was at an all-time high. “You know, I could be working for Tony Stark right now, in New York,” he added. “I could be working for his R &D division; might even be heading it up. But no--I’m in the middle of nowhere, in Siberia, with my arse up in the air, crawling through the vents.” He huffed. “And it’s bloody freezing.”

Skye laughed again. “Are you sure you’d rather be working for Stark? I’ve heard some rumors. He’d probably have you design a sex robot or something.” He heard Trip chuckle alongside her; Fitz could only imagine Mike’s bemused look and May’s stony stare. He just heaved a long-suffering sigh.

“I’m glad you think enough of me to assume that’s something I’m not interested in,” he muttered.

“Hey, man, you didn’t say you _weren’t_ interested,” Trip said.

Fitz spluttered a bit as both Trip and Skye laughed again, Trip’s tenor mixing with the same light feminine laughter he’d heard before. So she _had_ been laughing at him. One glance at his distorted reflection on the vent shaft wall showed that his face was red, and not just from exertion. “Can we please focus?” he cried indignantly, his voice rising in pitch. “We’re stuck in a nightmare funhouse; this--this isn’t the time to be going on about Tony Stark’s hypothetical sex robots. Which I am very firmly _not_ interested in-- _oof._ ”

He stopped as his backpack encountered something solid, unable to be pushed forward any further. Frowning, he pawed at it, trying to flatten the bag as much as he could so he could see over it and discover what was blocking his path. His stomach sank when he saw that the shaft itself had tapered down sharply, too narrow and short for him to fit through.

“Right,” he said, taking a deep breath. “I can’t go any further, the shaft’s narrowed down.”

“Are you sure?” May asked.

“Positive,” he replied. “I really don’t fancy suffocating because I tried to go ahead and got my lungs crushed. But,” he added when May said nothing, “I passed over another vent not too long ago. We’ll see where that puts me.”

And with that, Fitz pressed his palms down flat against the bottom of the shaft, and started pushing backwards.

If anything, it was more difficult than going forward. His feet were useless, and more than once he accidentally pushed himself out of reach of his backpack. Thankfully, it wasn’t long before he felt the grill of the vent grate dragging at his pants and vest. Getting the grate open from the inside wasn’t easy, either; it required a different bit for his drill that took some time to find with his limited mobility. When he finally got the last screw out of the grate, he winced as he heard it crash noisily to the ground below, even though there was no one around to hear it. Then he took his flashlight and shined it through the open vent to assess his location.

The beam of light passed over more rows of computers and, oddly, what looked like a large, rectangular mirror set into one of the walls. Convinced he would be safe, Fitz grabbed his backpack and lowered it as far down out of the vent as he could without falling, then gently tossed it. He tried not to cringe as it smacked onto the tiled floor, thinking of the delicate drones it carried inside. Then he shuffled forward back over the vent so he could drop out feet-first.

Once he was back on solid ground, he crossed over to the wall to get a better look at the mirror, wondering what purpose it served. It ran almost the entire length of the room and dropped down to be roughly level with his waist. However, on closer inspection, something about the way the light reflected on it made him think it was a two-way mirror instead of a normal one. A sharp rap of his knuckles against the mirror confirmed it. He backed away then, feeling a little uneasy. He knew it wasn’t rational, but the idea that there might be someone or something on the other side of the mirror, watching him in the dark, made his stomach roil slightly.

Shaking his head to clear it, Fitz turned back to where his backpack was on the floor, and quickly got Happy out to do a scan of the area. He felt relieved to see that now, he was only one hallway and two rooms over from the rest of his team. Skye was happy to hear of his progress when he relayed the news.

“We’re stuck again, but maybe you can get to us first,” she said through a loud burst of static. “Or maybe we’ll get lucky again. Either way, I’m ready to get out of here.”

“We all are,” Fitz murmured. Then, looking at the row of dark, silent computers, he added, “Shame we can’t turn the power on. We would have been out of here ages ago if you had access to a computer.”

As if on cue, the emergency lights in the room suddenly blinked on. Fitz instinctively raised a hand to shield his eyes against the unexpected brightness, then squinted through it to watch as the entire row of computers in front of him booted up and came to life.

“Okay,” he said slowly, lowering his hand. “Funny. The, uh, the power just came on. Just like I wanted it to.”

A prolonged burst of static issued from his comm, Skye’s voice barely audible beneath it. He tilted his head and tapped his ear a bit, but the static didn’t go away. After a moment, he finally caught a flash of words.

“--try to get in the system--”

“Yep, I’m on it,” he said, unsure if she could even hear him, and moved to sit at the closest terminal. His fingers hesitated over the keyboard, wondering if his mystery helper would appear onscreen again, but--when a moment passed and she hadn’t--he set to work.

The computer was extremely outdated, the only means of accessing information being a simple command line interface shell, but Fitz could work with that. He ran a few simple commands before he managed to open up one large window. It was a plain welcome screen, filled with hundreds of bright green zeroes, all arranged to display the silhouette of a very familiar tentacled logo.

“Hydra,” Fitz muttered to himself. Several months ago, this revelation would have instilled a definite fear in him, but now he just sighed. It wasn’t as if it was a surprise. They’d understood the chance of this being a Hydra facility and they had come anyway. At least they hadn’t come across any Hydra goons yet, he thought dimly.

He went to enter another command, but before he could, a wave of intense nausea hit him. He retched, pressing a hand to his stomach, and squeezed his eyes shut with a gasp. Dread filled him at the familiarity of the sensation; he could only wonder what awful memories lay in store for him this time.

_No!_

The rushing noise filled his ears, but Fitz grit his teeth against the overwhelming feeling of being sick. Blurry shapes and vague flickers of light flashed through his mind, none distinct enough to make out, and he thought he heard the ring of derisive laughter, oddly familiar, but he couldn’t think of who it sounded like.

_It’s not real--not real--_

He blinked his eyes open as the nausea abruptly vanished. It took a moment for him to gather his senses, pushing away slightly from the desk where he’d been hunched over it. When he looked back up at the computer screen, he saw a new line of text waiting in the prompt window.

_ >well done, agent fitz< _

Fitz swallowed hard. He couldn’t decide if the message felt reassuring or ominous. He wanted to ask a question, to see if they would reply back, but he hesitated. First--

He tapped a finger at his ear, where his comm earbud was still hissing loudly. “Skye? May? Do you--do you copy?”

His only answer was more static.

Groaning quietly, he buried his face in his hands for a brief moment, fingertips massaging his brow, before he sat back up. _Right._ He decided to ignore the message for now; helpful advice aside, he really had no reason to trust anything that was happening around him.

A few more basic queries brought up dozens of official-looking logs detailing various scientific experiment results, none of them dated more recent than 1990. Another search brought up inventory reports, and yet another a list of names and dates. He skimmed it quickly, but nothing looked familiar.

“Well, this is all well and good,” he said quietly, “but I really need to find the security systems.”

A window popped up.

_ >this computer isn’t connected to security< _

Fitz stared at the text for a moment before tabbing back to his previous window and inputting more prompts, trying everything he could think of that would give him access to any sort of security protocols.

_ >you can keep trying if you like, but you’re in the wrong part of the building< _

He fought the urge to glare, and resolutely went back to what he was doing again. It was entirely possible he was being played with, misled, perhaps even taunted, by whoever was in control, and he was determined to resist it.

Suddenly, Skye’s voice burst through over the comm. “--copy? Fitz, can you hear me?”

“I can now,” he replied, wincing a little at the feedback. “But the interference has been awful.”

“Yeah, same here. Were you able to get into the system?”

Fitz nodded even as he replied aloud in the affirmative. “Do you want the bad news or the worse news first?”

Skye heaved a large sigh. “Just hit me with both.”

“I can confirm this is a Hydra base,” he said, “probably research and development. I’ve found lots of lovely little logs on what looks like some very complex experiments, but it’s all old. Nothing newer than 1990.”

“Nice. Can’t say I’m surprised.” Skye sounded tired. “What else?”

Fitz scratched at his chin. “I’ve tried everything I can think of for a system as old as this one is, but I can’t hack into the security system. Not from here.”

_ >told you< _

He looked away from the screen. “I’ll let you decide which one’s bad and which is worse.”

“Keep digging,” May added in. “See if you can come up with anything that could help us get out of here, or some solid intel on what this place is for us to take back.”

“Copy that,” Fitz said. “I’m not sure I can get a physical copy of anything, though, because the hardware’s so--” He cut himself off as the comm exploded into static again, so loud this time that he hastily pulled the bud from his ear, holding it at arm’s length. “Christ,” he muttered.

Then, an idea struck him. He carefully set his earbud down on the desk, just within reach. Fairly certain the receiver wouldn’t be able to pick up his voice up at that distance, he looked back at the screen in front of him and frowned. The command prompt window still sat open, the cursor blinking on an empty line of text. Hoping his decision didn’t backfire on him, he took in a breath.

“Who are you?” he asked.

The line stayed blank for a moment. Then, a single word appeared.

_ >jemma< _

“Jemma,” he repeated quietly, carefully letting his breath out. “Okay. _What_ are you?”

 _ >a s.h.i.e.l.d. agent just like yourself< _ Then, quickly, more text appeared. _ >but i’m dead, you see. i uploaded my consciousness into the system in an attempt to stop garrett from taking over< _

“You uploaded…” Fitz trailed off, deep in thought, and feeling only a little ridiculous at talking out loud to a computer. What sort of technology would have existed back in 1990 or before that would have allowed someone to put their consciousness into a computer program? It certainly wasn’t something S.H.I.E.L.D. had, not even now. Then again, it was Hydra they were dealing with. Trying to focus, he frowned. “How do I know I can trust you? How do I know you’re not--Garrett, or whoever or whatever it is that’s trapped us?”

_ >i can’t prove it. you really will just have to trust me. i saw you, in your nightmare. or, rather, it was me who you saw. i helped you, remember?< _

He smiled very slightly. “Yeah. You did.” He could feel the gentle pressure of her hand on his arm again, the way her eyes had looked steadily into his, and he had the thought that Jemma was an appropriate name for her. He couldn’t really quantify why; it just felt right. He sighed. “Uh, I’ll...I’ll go along, for now. Maybe I’m going mad, but--okay.”

_ >excellent!< _

It was as if that one word alone contained all of her joy, her relief palpable through one simple exclamation point. Despite himself, Fitz felt his smile widen.

_ >first, here are some things you should know< _

Two windows popped up then, each containing a dossier on a separate individual. Fitz leaned forward to get a better look. The first name was familiar. “Arnim Zola,” Fitz murmured to himself. “Yeah, I recognize him. We learned about him when I was at the Academy. Scientist, World War II, Hydra, Red Skull, all that nonsense. Did he build this place?”

_ >yes. he’s responsible for the device that i used to transfer my consciousness. it’s what prompted garrett to come here as well< _

“Garrett again.” Fitz tabbed over to the second dossier. It was an information file on one John Garrett, aged 55, volunteer for the experiment known as Project Lazarus. Preliminary tests had gone well, and the information he’d brought from--Fitz blinked in shock, rereading the text in front of him. “Wait, he was S.H.I.E.L.D.?”

_ >yes. unfortunately i don’t know if he was a double agent for hydra the entire time, or if his research on project lazarus drew him in. either way he is responsible for all of this. project lazarus was a means to an end< _

“What do you mean?”

_ >garrett was terminally ill. he wanted to save his own life< _

Fitz nodded. “Ah, I see. How, uh--how do you know all this?”

_ >i’ve been here a long time< _

“1990?” he guessed. “Those are the latest dates I could find on anything here.”

_ >garrett came here in 1990. that’s when he took over the system. i arrived in 1998< _

Fitz’s eyebrows raised. “It’s 2015 now.”

When Jemma didn’t immediately reply, he frowned, having the vague sense that he had hurt her somehow, or perhaps said the wrong thing by confirming just how long it had been. Seventeen years was a long time to spend trapped inside an aging computer system with only an assumed madman for company. Feeling sorry for her and a little worried that he’d upset her--could he even upset someone who only existed as data?--he said, “Jemma?”

Without warning, both the computers and the emergency lights shut off, leaving him in the dim light of his flashlight once again. Fitz jumped, startled, and pushed back from the desk. “Jemma?” he said again, looking around the room as if he might find her hiding. “Jemma, I’m--I’m sorry, I didn’t mean--”

He stopped when he realized how silly he sounded, talking to the open air, begging a ghost to come back. He couldn’t shake the sense of disquiet he felt at having apparently driven her off, though; she’d been very helpful during their brief interaction. It was something he could take back to Skye and May and the rest of the team, at least. He now had solid evidence that Garrett was a man who had actually existed. Maybe they could work from there.

He reached out to pick up his earbud again, and slipped it in. May’s voice was already audible.

“Fitz? Fitz, do you copy? Fitz?”

“I’m here,” he said. “Sorry about that. The interference earlier, it, ah...got a bit much. Took out my earbud.”

“Don’t do it again,” May replied, voice tight. “We didn’t know if something had happened.”

As mild guilt swelled up in his chest, Skye added, “Were you talking? We thought we heard your voice, but we couldn’t make it out.”

Fitz winced. “No. I, uh...it was just me, talking to myself.” Which technically wasn’t untrue. “You know how I can be.”

“Yeah, I do, weirdo,” she said fondly. His mouth twitched.

“What’s your status?” May asked.

“The power went back out,” he said, “so there’s really not anything else I can do here. I’m going to head into the next hallway and then I should be caught up to you guys.”

“Good.” May sounded a little less terse. “The sooner the better.”

“Copy that,” he said with feeling, and stood from the desk chair. Shouldering his backpack, he turned to leave, then looked up sharply as he caught movement in the corner of his eye.

The beam of his flashlight was illuminating his reflection in the two-way mirror. He looked tired and rumpled, his hair in mild disarray, but that wasn’t what he’d seen. Just behind him, just over his shoulder, he saw someone else. A woman, just a few inches shorter than him, her dark hair like a cloud framing her face. His mouth dropped open slightly as he realized that it was the woman from his nightmare--it was Jemma. Their eyes met in the mirror, and her expression softened, her lips curving up into a small, hesitant smile. Something indefinable surged up within his chest.

But when he turned around, no one was there.


	3. Chapter 3

**Notes for the Chapter:**

> Music aesthetic - [James Horner - Playing a Game of 'Go' (A Beautiful Mind)](https://www.youtube.com/watch?v=dVd959KJWEI)

“Okay, I’m right on the other side of the wall from you now,” Fitz said as he opened the door into yet another pitch-dark room. “Or I will be, in a moment.”

“Copy that.” May sounded much more optimistic, if such a thing were possible. “We’ve got a keypad on our side, so we can’t get in. You’ll need to find a way through on your own.”

“Or we could always nicely ask the door to open itself,” Trip quipped, “since it worked out for you before.”

Fitz paused in the midst of looking around with his flashlight, a wry smile twisting his face. “Why not? At this point, nothing would surprise me.” He couldn’t help but think of Jemma again. If she was still upset--if she was upset at all--she might not be willing to help. However, Fitz felt sure that she would help them if she could.

“Hey, door?” Skye asked, forced cheer lightening her tone. “Could you, maybe, I don’t know, open for us? Please?” After a moment, during which Fitz continued to assess his surroundings, she sighed. “Well, I tried. What’s on your end, Fitz?”

“Looks like a lab,” he replied, walking slowly through the room. The beam of his light shone over dusty shelves stocked with all manner of chemicals and supplies, a few more computers, and what would have once been state-of-the-art testing equipment. “It’s like a museum, almost. Bobbi would have a field day in here.”

“And the door?” May again.

Fitz looked up from his inspection of an old autoclave and hurried to the door in question, giving the handle a jiggle out of habit. It didn’t budge. “Ah, there’s not a keypad on my side, so...my options are extremely limited.” He briefly squeezed his eyes shut, muttering a few choice words under his breath. Then he looked back out at the shelves behind him. “I could try mixing up something in here to melt the damn thing.”

Skye made a dubious noise. “Are you sure you want to mess with that kind of stuff? Do chemicals even have an expiration date?”

“Yeah, they do.” He had already moved to examine some of the jars closest to him. “And these are all well past theirs. I’ll have better luck if I can find something solid; they have a longer shelf life than liquid chemicals, and maybe I can--”

He was interrupted by a soft clicking sound; in the relative silence of the room, it sounded like a gunshot. Whipping his head around to look, Fitz saw a large, bulky device taking up most of the counter space on a row of cabinets to his left. It had a long row of vents running across the top of it. Where it had been silent and still before, several buttons were now lit up along its side, and a cloud of gas--or vapor, he couldn’t tell--was now hissing out of the vents on the top.

His stomach dropped. “Oh, hell,” he muttered, backing away from it.

“What? What is it, Fitz?” Skye asked, hearing the change in his tone.

“It’s--uh, it’s some type of device letting out gas. Or vapor. Or steam. Probably not steam.” He’d ran around the far side of the room as he talked, going back to the door he’d come in through. It had closed behind him; now it was locked. He jiggled the door handle anyway, then cursed when it refused to budge. “Skye, I’m trapped in here, I can’t get out--”

His earbud exploded in a burst of chatter, his team talking over each other in a panicked rush. “We’ve gotta get him out of there,” Skye cried. “But how?!” Trip. “Just--start punching in numbers on that keypad, anything!” Mike.

Fitz ran back to the door that separated him from the others. He caught a whiff of the gas as he went; it was sweet-smelling, almost sickly so, and instantly made him feel a bit light-headed. “May?” he called, dropping his backpack to the ground and swiftly unzipping it. “I’m getting one of the doorbusters out, but I don’t know if it will work.”

“We’re trying everything we can,” May replied tightly. “Just hold on.”

He looked up as he got the charge attached to the door and set the timer. The device was still letting out gas, and the cloud was slowly expanding to fill the room, creeping ever closer to him. “I don’t have much time left,” he said, fear setting in. As the first tendrils of gas touched his feet he threw his arm across his face, trying to breathe through the fabric of his jacket.

“Fitz? Fitz?!”

His jacket wasn’t enough to shield him. After the doorbuster exploded, Fitz pressed back as hard against the door as he could, but he still took in a breath full of poisoned air. His head swam and his vision blurred, but he shook his head fiercely and tried to stay upright. The door handle refused to budge when he tried it again. “Skye, you’ve got to get the door open. I can’t--” He shook his head again. “I can’t breathe.”

She must have heard his voice start to slur, because her cries only became more frantic. “Fitz? Fitz, stay awake!” The door shuddered under the force of a heavy blow; Mike must have kicked it. “Fitz!”

He could feel his muscles going lax, his eyelids starting to flutter; he wanted to hold his breath, but his body’s instinctive need for air was overruling him. He coughed, once. “Skye, I can’t...can’t…”

His flashlight slipped from his fingers as his vision swirled, inky black oblivion reaching up to claim him as the door shook beneath him and Skye’s screams echoed in his ears.

-:-

Fitz was surprised when he blinked his eyes back open, even more so when he found himself standing in a brightly-lit room. Looking around, confusion joined the mix when he realized the room was Professor Vaughn’s lecture hall back at the Academy. In front of him were the stadium-style desks arranged in rows running six deep, and to his right were the windows lining the far wall that overlooked the campus grounds, early afternoon sunlight streaming through them. The professor himself stood near his desk at the head of the room, not too far away from him. He looked younger than Fitz had ever seen him; his hair was thicker and he was much slimmer about the waist. He was speaking, his mouth moving, but no sound came out. Even when Fitz strained to listen, he couldn’t hear anything. It was like he was watching a film with the audio cut off.

Baffled and a little unsettled, he looked down at himself. He was still in his tactical gear. It made him look out of place, especially compared to the casual clothes the students filling the desks were wearing. For a moment, he wondered if he was dead, but if he was, why in the world was the afterlife Professor Vaughn’s history class?

Then Fitz felt, rather than heard, someone come stand next to him, and when he turned to look, he wasn’t very surprised at all to see that it was Jemma. At least, he thought it was her, and not some nightmare conjuration of Garrett’s. She was dressed the same as she had been in the vision of his mother’s kitchen, and her eyes as she glanced up at him were kind and patient. She didn’t seem to be in a hurry to speak as she had before, instead content to watch the classroom before them as he got his bearings.

After a few moments, he ventured, “Am--am I dead?”

Amusement flitted across her face, a smile ticking up the corners of her mouth. “No. You’re just unconscious.”

“Oh.” He turned to look back out across the students. Most of them were taking notes as Professor Vaughn continued to lecture in silence. Maybe this _was_ another nightmare, then, but a completely different sort, one he didn’t understand. Just as he was about to ask, Jemma spoke again.

“There’s a telepathic field blanketing the entire base,” she said. “It’s generated by a machine that Zola developed, running off a plasma generator deep inside this building. It’s how Garrett was able to attack you earlier, using your worst memories against you. It’s also how I’m able to communicate with you like this, now. I chose the Academy because it’s neutral ground. I thought you might feel a bit more at ease.” She gestured at the scene before them. “This is a memory of my own. I’m sitting right up front. See?”

Fitz followed her gaze, and sure enough, there she was, sitting front and center in the first row. He didn’t know how he could have missed her before. She too was clearly younger, a certain softness to the lines of her face showing her youth, but it was unmistakably her. “So...this really isn’t a nightmare?” he asked. “None of this is, uh, Garrett?”

She shook her head. “No.” Then she smiled again. “Unless you think being stuck in Professor Vaughn’s lecture for eternity is a nightmare.”

He couldn’t help but smile a little in return. “Well,” he said, tilting his head toward her, “that is a possibility.”

Jemma smiled even wider before she looked away again, clasping her hands in front of her. A comfortable sort of silence settled between them--he didn’t immediately feel like he was in any danger this time, despite his earlier circumstances, and Jemma lacked the urgency she’d had in his first dream. He watched Professor Vaughn move to go write on the whiteboard behind his desk for a moment before he remembered something that had been bothering him, and he turned his entire body to face her.

“I, um...I didn’t upset you earlier, did I?” he asked carefully. When she didn’t answer, instead merely wrinkling her brow up at him in confusion, he added, “When we were--talking. Through the computer, and I told you what year it was.” He paused, frowning. “That _was_ you, right?”

Her face lit up in understanding. “Oh! Yes! Yes, that was me. And no, you didn’t upset me. Garrett got through and shut me down.”

“Oh,” he said again, as if he understood. He didn’t, not really.

Jemma bit her lip, her face sobering as she looked down at her hands. “Though, I must say that seventeen years is a very long time to spend trapped in one place. Especially without a body. It feels like it hasn’t been that long, but at the same time, it’s also felt like forever.”

Fitz felt a stab of pity for her. How exactly had she, another S.H.I.E.L.D. agent, wound up here in the first place, and how had she uploaded her consciousness into the computer system? What sort of device did that? But again, before he could ask, she waved a hand, as if brushing his concern away. “But no, don’t worry,” she said. “You didn’t upset me, Agent Fitz.”

He made a face. “Oh, uh--you don’t have to call me that. ‘Agent’. Just Fitz is fine.”

“Alright, Just Fitz.”

He glanced at her, a bit bemused, but did a double-take when he saw the way her mouth was tilted up into a smirk, her eyes fixed on his face. With a start, he realized that she was teasing him, and not in the way he’d come to expect from other people. There was no malice in her expression. “Well--I mean,” he stammered, “no one calls me by my first name. _Leopold_.” He said it as if the very mention of it was distasteful.

Jemma’s eyes danced. “I see. Well, fair is fair, Leopold Fitz.” She held her hand out. “ I’m Jemma Simmons.”

He did another double-take, ignoring her hand as his jaw fell slightly open. “You--you’re Jemma _Simmons_?” An old memory surfaced, of bright eyes and a wide smile staring out at him from a file photograph, and suddenly Fitz knew where he had seen her before. “I know you!”

Her nose scrunched up rather adorably. “You do?”

“Yes!” he said excitedly. “Or--I know _of_ you. My professors back at the Academy talked about you a lot; they were always comparing us. They said I was the youngest cadet ever to come through since you, and also the smartest, too. For whatever it’s worth, though, you’re still the youngest. Your birthday is twenty-three days after mine.”

Jemma had retracted her hand, but she didn’t look the least bit offended at his lack of manners. Instead, she was looking at him with something like wonder. “You know when my birthday is?”

He shrugged, feeling a bit shy, and looked away. “I wanted to know who you were. You know, to see what kind of standards I had to live up to. So I looked you up in the archives.” He thought again of the photo that had been attached to her file, of how he’d had the thought that she was just as pretty as she was smart. “Two PhDs from Cambridge by the time you were seventeen, several well-regarded papers on the potential applications of neurotoxins, a leading researcher in your fields...you were brilliant.”

Jemma ducked her head, smiling as a light blush spread over her cheeks. “It sounds as if you know everything there is to know about me, Fitz.”

He shrugged again, reaching up to scratch just behind his ear. “Well--not _everything_ \--I mean--” He huffed, realizing he probably sounded a bit like an overeager puppy with a crush, and silently chastised himself. “This is embarrassing.”

A quick glance told him that Jemma was still blushing a little, but she hadn’t stopped smiling. “It’s not embarrassing at all, Fitz,” she said earnestly. “If anything, it’s...sort of sweet. It’s almost like I’m still alive.”

_Sweet._ He wasn’t sure if she was patronizing him or not. He huffed again, feeling more than a bit awkward, and shook his head. “Okay--so--right, I know _your_ name...how did you know mine? You used it when I first saw you.”

“Oh, I’m afraid I’m a bit of a cheat.” Jemma stood straighter. “Since I’m a part of the system, and because of the telepathic field, I can see and hear everything that happens in the building. I heard your teammates use your name.” She smiled sweetly.

Fitz sighed, squeezing his eyes shut and pressing the pad of his thumb against the bridge of his nose. “Nope. Definitely embarrassing. You must think I’m an idiot.”

Jemma burst out laughing, but before he could even think to be hurt, something else clicked into place in his mind and his head shot up, pinning her with a glare. “You laughed at me,” he said, pointing an accusing finger at her.

Her eyes went wide as she slapped both hands over her mouth, trying to stifle her giggles. “Oh--no--Fitz, no, I’m not being mean, I swear--”

“No, you laughed at me,” he repeated. “Earlier. When I was trying to climb up into the vent and I fell on my arse. You laughed. I heard you.”

If it were possible, Jemma’s eyes grew even wider. “Really?” she breathed, slowly lowering her hands. “You actually _heard_ me?”

Most of Fitz’s irritation faded away in the face of her awe; she was looking at him like he’d just told her Christmas had come early. “Yeah,” he said. “I thought it was Skye, but hearing you laugh just now--it was definitely you.”

“Fitz, that’s fascinating!” she cried, reaching out to grab his arms. He looked down at her hands, surprised, but she seemed oblivious to the fact that she had invaded his personal space. “I had no idea I could still be present in the physical world like that. Though, I suppose it isn’t _too_ surprising, considering I can manipulate the security systems and speak through the computers, but audible sound is completely separate from any type of mechanical device here. And it’s not as if I’ve had any way of testing it, either, without a person such as yourself available to confirm it for me. But it’s truly remarkable, really. I wonder if there’s a way I could--” She cut herself off suddenly, blinking up at him for a moment before dropping her hands and taking a small step away from him, her cheeks flushing again. Fitz found himself wishing she hadn’t pulled away. “Sorry, I--I got carried away. Anyway, Fitz, I wasn’t laughing _at_ you--not really--it was more like--”

She stopped again, frowning at him. He’d looked away again, making a face as he felt his own cheeks heat up. “Did I say something wrong?” she asked. “I’m sorry, I’ve never really been good with--”

It was his turn to wave her worries away. “No, it’s just...you laughed at the bloody sex robot thing too.”

Fitz didn’t know why he was so embarrassed. He could explain it away as being mortified at looking like a fool in front of a beautiful woman--he was no stranger to that--but Jemma wasn’t real, not in the physical sense, not anymore. Her opinion of him shouldn’t matter. Except, for some reason, it did. He found himself wanting to impress her.

Jemma bit her lip again, but this time she was trying and failing to contain another smile. He rolled his eyes, falling back on his default grouchiness as a defense mechanism, but her smile only grew--and it still didn’t feel judgmental. “The thought of someone of your caliber being asked to design something as base as a _sex robot_ is just...very amusing.” Her face turned thoughtful. “Though I imagine some of the mechanics involved would need to be quite delicate…”

He held up a hand to stop her. “Right. Yes. Very delicate. Let’s not go into the details, yeah?” He raised an eyebrow at her. “My caliber?”

She laughed, her eyes crinkling up at the corners, and Fitz thought that, even though she was laughing at his expense, it really was a very nice sound. “Yes. Going back to what I was trying to say earlier...I don’t think you’re stupid. You can’t be. All of the tech I’ve seen you use here is very advanced, if you designed it yourself--”

“I did,” he cut in.

Jemma smiled again. “And if you’re a child prodigy the same as I was,” she continued, “starting at the Academy at seventeen, then clearly you must have _some_ level of intelligence about you. It’s simple logic.”

Fitz felt a pleased flush roll over him. “Thanks.”

She continued to smile at him for a moment, studying him, but Fitz didn’t feel the urge to squirm like he normally would if he found himself under such scrutiny. “Your team seems like a nice bunch, Skye especially,” she said. “She has an interesting sense of humor.”

He nodded, folding his arms across his chest. “Yeah, Skye, she’s...she’s an odd one.” He smiled faintly. “And no, you’re right, they’re good people, all of them; it’s just…” He trailed off, looking past Jemma toward the windows, watching the leaves on the trees outside make patterns in the sunlight dappling the floor.

“Just what?” Jemma prompted after a moment.

Fitz looked down, scuffing the toe of one boot against the tiled floor. “I’ve--never really gotten on well with people,” he said quietly. He didn’t know why he was telling her this, confessing what he thought might be his greatest character flaw, something that he normally tried his best not to think about. “I--my team’s great, yeah, but they don’t--I don’t think they really understand what I’m saying half of the time. I _try_ , but--” He shrugged a bit lamely. “Never really felt like I’ve fit in.”

“I understand,” Jemma replied, taking a step closer to him. “It was always difficult for me to make friends as well.”

He raised his eyebrows, nodding toward where her younger self was enthusiastically taking part in a discussion, a few of her classmates nodding along as she talked. “You seem to be doing pretty well here.”

Jemma tilted her head. “Engaging in academic talk isn’t the same as being social. Surely you know that.”

He hummed a noncommittal noise. He did, in fact, know that, but at least Jemma looked confident and self-assured, whereas he’d never quite managed to achieve that on his own. He watched as she twisted her hands into fists at her sides before she looked back up. “Would you show me what it was like for you here?” she asked.

Fitz frowned. “I can do that?”

Jemma nodded, smiling again. “Yes. I’ve discovered that it’s not incredibly difficult to manipulate your surroundings using the telepathic field. You simply think about where you would like to be, concentrate on it, and the world you’re in will change. Your subconscious mind fills in all the details that your conscious mind isn’t aware of. I think that’s what makes this all feel so real.”

Uncrossing his arms, he shifted his weight from one foot to the other. “So--I just think about it, yeah?”

She gave him another encouraging nod. “Go on; you can do it.”

Taking a deep breath, Fitz looked back out across the rows of desks in front of them, and focused on his memories of his time at the Academy, specifically of Professor Vaughn’s class. He remembered boring history lectures that seemed to stretch on for eons, scribbling designs and equations in the margins of his notebooks, rolling his eyes when other students got things wrong but not wanting to attract attention to himself by correcting them, and the overwhelming sense of being alone. Suddenly, the room around them seemed to blur, colors stretching out, before it faded quickly to black. Just as suddenly, the room snapped back into focus. This time, however, the light slanting in through the windows was at a different angle, and Professor Vaughn looked just how Fitz remembered him.

Beside him, Jemma laid a light hand on his arm as she stretched up onto her toes, craning her neck to search through the new crowd of students. “Where are you?” she asked.

Fitz pointed up toward the corner. “Up there,” he said. “In the very back.”

She looked toward where he was pointing. There he was, half-hidden behind another student, pale and rail-thin, hunched over a notebook at his desk. He was sketching something with a ballpoint pen, barely paying attention to the lecture, pausing only to brush his hair away from his forehead. He’d kept it longer back then, the curls perpetually messy and out of control. It made him look very young. No wonder his fellow cadets hadn’t taken him seriously, he thought idly. Watching himself as he’d once been was bizarre.

Jemma made a soft “oh” sound as she watched him for a moment, then murmured, “You look so young.”

He shrugged. “It was ten years ago.”

She glanced back at him, giving him a clear once-over, before turning to look back at his younger self. “Well, it’s made a world of difference.”

Fitz wasn’t entirely sure what to make of that--he felt slightly uncomfortable, knowing she was obviously making an assessment of him, but not knowing what she found. He was afraid that she, like everyone else, would find him lacking somehow. Whether it was his social graces or his looks or something else he had little control over, he always seemed to come up short. He’d had years to thicken his skin against it, and he’d gradually stopped caring what other people thought of him, but he found himself wanting Jemma to like him. He still couldn’t explain why.

Behind them, Professor Vaughn capped his whiteboard marker and set it down, signaling the end of class. As one, everyone surged to their feet, gathering their belongings. Some students grouped together on the floor to talk while others left in pairs, and a few approached the professor to ask him questions. But Fitz quickly shoved his notebook into his messenger bag before slinging it over his shoulder, and hurried past them out into the corridor alone.

Jemma watched his younger self go; then, glancing back at him where he stood next to her, she turned to follow him. Fitz hesitated briefly before going after her. He wasn’t sure what would happen if he lost sight of Jemma here, if anything would happen at all, but he wasn’t eager to find out. He skipped a bit to catch up with her, and together they followed his younger self in silence down the hall and outside to the main campus quad. He avidly took in their surroundings as they went, from the other students they passed to the flyers tacked to the large bulletin board in the building lobby, to the smell of spring in the air as they crossed the quad. He was more than a little surprised that his subconscious could come up with something so richly detailed; genius or no, the level of detail in their environment was astounding. It _felt_ real. The only thing reminding him that it wasn’t was the fact that they moved through the world unnoticed, like ghosts.

They stayed several paces behind his younger self, watching as he walked swiftly, head down, in the direction of the lab building. No one waved at him or called out a greeting as he passed. No one acknowledged him. It was as if he were as invisible as they were.

Jemma slowed to a stop, a small frown on her face as she watched him fade into the distance. Fitz bit the inside of his cheek. Finally, she looked up at him. “Was it always like this?” she asked.

He shrugged. “More or less,” he replied, trying to act like he didn’t care, that it wasn’t important. “I found it was easier that way.”

“Shame,” she said quietly. “It just seems to me that you have a lot to offer.”

He looked away. She _did_ find him lacking. Of course she thought he was a waste. She’d seen him bung up field agent basics and now she’d seen how antisocial he’d been. Why would she think he was worth anything?

Why did it matter?

Fitz could feel Jemma watching him, but when he refused to look back at her, she sighed and moved past him to go take a seat on a nearby bench. When he finally did turn to face her, she gave him a slight smile and patted the empty space on the bench next to her in invitation. She did it so naturally that he felt a curious warmth begin to spread through him, chasing away the chill of his insecurity. It only intensified as he sat next to her and her smile grew

Fitz twisted a thumb into his palm, feeling a light breeze ruffle his hair, and tried to think of something to say that might make him look a little less pathetic in Jemma’s eyes. Eventually, he sighed. “I--I never have been sure if it was more to do with me,” he said. When Jemma raised a curious eyebrow, he gestured vaguely in the direction his younger self had gone. “I don’t know if it’s that I don’t have the patience for other people, or--or they don’t have the patience for me.”

The look Jemma gave him was one of understanding. “In my experience,” she replied, shifting so her body was angled more toward him, “it’s probably a little bit of both.”

He smiled slightly. “You’re probably right.” Relaxing against the back of the bench, his expression turned a bit thoughtful. “They had a hard time placing me after I graduated from the Academy. I was assigned to all of the top-priority projects they had going, but--no one wanted to work with me. Or around me, more like. At first I thought it was because I was so young, that I put people off...but, you know, people talk, and apparently I developed a bit of a reputation.”

“As?”

He crossed his arms. “A grumpy bastard.”

Jemma laughed. “You? Grumpy? _No_ ,” she teased, and he knew she was thinking of his journey through the ventilation shaft. Despite himself, he chuckled lightly along with her, his gaze dropping down to his lap.

“Right ray of sunshine, I am,” he said, shaking his head. “No, but...I stayed at SciOps for nine years until I got assigned to Coulson’s mobile unit. They were so eager to get me out of the lab that they didn’t even bother making me pass my field assessment.”

“Really?”

“Yeah.” He laughed shortly. “You saw me, I guess. Like Skye said, I’m not exactly James Bond, am I? I’m better now than I used to be, at least.”

“If it makes you feel any better,” Jemma said, putting a hand out toward him, “it took me three tries to pass my own field assessment.”

His eyebrows shot up. “Seriously?”

She nodded, still smiling, but ducked her head slightly. “I was consistently terrible at the espionage portion. I’m a horrible liar. Even after I was assigned to a field unit, they tried to keep me away from undercover work by all means possible.”

Somehow, hearing Jemma say she wasn’t good at lying made Fitz feel much more sanguine about where he was and what he was doing. If she was telling the truth so far about everything--he believed she was--and she wasn’t something Garrett had designed to trick him, it made things...better. Almost like she were a guardian angel, or a protector sent to guide him through the dangers they were facing. Her calm, kind manner and gentle smiles made him trust her implicitly. He’d had the crazy thought that she would fit in well amongst his team.

Which led him to another train of thought. “I probably shouldn’t have been so hard on my team earlier,” he said, rubbing at the back of his neck. “They really are good people. And it’s a good thing I left the lab, probably. Might not be alive today if I’d stayed.”

Jemma titled her head curiously. “Oh?”

He gave her a bracing smile, wondering how she would take what he was about to say. “Yeah. Hydra. They, uh...almost a year ago now, they staged a coup of sorts from within S.H.I.E.L.D. They’d managed to infiltrate every level. It must have taken them years. And, ah...SciOps didn’t so well. I heard that a lot of the scientists who didn’t pledge allegiance to Hydra were shot.” He looked down at his hands. “We only made it through because we weren’t on the ground at the time. We had to go dark. S.H.I.E.L.D. barely exists anymore.”

Jemma’s face had gone pale at the mention of Hydra; as Fitz continued to talk, she wrung her hands in her lap, looking more and more distressed. “Oh no,” she murmured. “I could--maybe I could have--” She stopped to take in a deep breath, clearly trying to marshal her emotions. “When we realized that this was a Hydra base, we--we knew S.H.I.E.L.D. needed to know, immediately. We all thought Hydra had been defeated after World War II! And this base had so clearly been used not that long ago, so we assumed that Hydra was in fact still active and operating in secret.” She looked up at him with sorrowful eyes. “If I--if I hadn’t _died_ \--if we’d made it back--we could have stopped it from ever happening. It would have been _years_ before what happened to you, and you never would have had to--”

“Whoa, whoa, wait.” Fitz twisted on the bench to face her, holding out his hands toward her and only just stopping himself from touching her. “It’s not your fault. You said you tried to stop Garrett, that’s why you uploaded yourself, yeah?” She nodded miserably. “Then you tried. That’s what counts. You--you’re not responsible for an entire organization collapsing, Jemma, you--” He paused. “You said ‘we’. Was someone else here with you?”

Jemma’s mouth pressed down into a firm line. “Yes. Another member of my team.”

“What happened to them?”

“He died, too.”

“Oh.” Fitz sat back slightly, concerned at how she’d suddenly just shut down on him, withdrawing into herself. Thinking of the aging, frozen S.H.I.E.L.D. jet they’d found outside the base, he figured it must have belonged to Jemma and her partner. “Did, um...did he upload himself too?”

She shook her head. “No.”

He waffled for a moment, dismayed at upsetting her and unsure of how to put her back at ease. “Look,” he said. “You can’t feel responsible for what happened. You might not have been able to do much, anyway. The corruption, it...it ran really deep. People we considered friends had turned.” His mouth twisted wryly. “We thought May was Hydra at first.”

Jemma finally turned to look at him again. “May?”

“Yeah,” he said. “She’s our team leader here. She’s a specialist and, honestly, more than a bit scary. But yeah--I caught her sneaking about, basically, right before everything went to shit. At the time, it all added up and we were convinced she was Hydra, but it turned out she was just reporting to the Director about Coulson.” He laughed quietly. “May, going _Hydra_. I can’t believe we ever thought that.”

Light crept back into Jemma’s eyes, and a smile tugged at the corners of her mouth. “Silly Fitz. As if May could ever _possibly_ be Hydra.”

Fitz laughed again, rolling his eyes at the absurdity of it. “Right? She’s S.H.I.E.L.D. through and through, probably the most solid…” He trailed off, narrowing his eyes at her. “Hang on, why do _you_ sound so convinced?”

Jemma’s smile tentatively blossomed into something like knowing. “I knew her.”

He blinked at her. “Come again?”

Looking extremely pleased, Jemma straightened a bit where she sat. “I knew May,” she repeated. “We graduated from the Academy together, though of course she was a few years older than me. We were assigned to the same field unit a year later.”

“And you were--friends?”

She nodded. “Of course we were.”

Fitz sagged a bit, feeling dazed. The idea of stoic, no-nonsense May having friends like other, normal people did--hanging out, going out for drinks, _laughing_ \--felt completely foreign. And Jemma, with her smiles and unassuming nature, seemed to be the complete antithesis of her. He shook his head. “Right--so--if you were friends, why are you wasting your time talking to _me_? Wouldn’t you want to help _her_?”

Jemma’s face turned slightly pensive. “May is far too pragmatic,” she explained. “It’s a strength of hers, but I’m afraid I wouldn’t be able to reach her. This...what I am now...it’s a bit of a stretch, don’t you think?” He quirked his eyebrows at her, and she nodded. “I needed someone with a naturally curious mind, like a scientist, someone who could be convinced of the idea of a ghost in the machine, as it were. Someone like you.”

“Like me.” Fitz worried at his bottom lip with his teeth. “And you knew I was a scientist how…?”

“Oh, that was easy, too. You were the one with all of the gadgets and toys, and you’re a little shorter than the average Ops agent.” When he bristled, she held out a placating hand toward him. “It was an educated guess, really.” Then she glanced away briefly before looking him in the eye, another smile teasing at her lips. “And perhaps I just liked your face.”

His jaw dropped open slightly in shock. Was she _flirting_ \--?

When he didn’t say anything, just goggled at her, Jemma’s smile widened. “It _is_ rather symmetrical.”

“I--um.” Fitz made a face, bemused. “That is--not an adjective I’ve ever had applied to me before.”

“No?” She tilted her head at him, her hair falling forward over one shoulder. “What about pasty?”

This time, when his jaw dropped, it was out of bewildered offense. “Oh! _Really_ ,” he huffed. “That’s just--that’s just _mean_.” He hunched his shoulders in before gesturing at her face. “Like you’re so sun-kissed!”

Jemma laughed out loud, her own shoulders shaking with barely-contained mirth. “I never said I was!” she cried. “I’m just observing the facts, that’s all.”

“Oh?” Fitz arched an eyebrow at her, warming up to her banter. “What else have you observed, then?”

“Well,” she replied, folding her hands in her lap as if she were discussing scientific theory. “Your obvious pastiness aside--”

“Hey!”

“--Objectively, I think you’re quite handsome.”

Fitz gaped at her for a moment before turning to face forward again, trying and failing to hide a wide grin behind one hand. She was _definitely_ flirting. He might be oblivious to many social cues, but there was no missing something as on-the-nose as that. Jemma was flirting with him, teasing him, and he _liked_ it. It made something warm stir in his chest, something new, something he was suddenly eager to touch and hold and explore. A quick peek out of the corner of his eye showed that Jemma had turned to face forward as well, but she was still smiling, looking content and pleased and carefree.

But then he remembered where he was, the exact nature of their meeting, and his smile faded from his face. It wasn’t real. None of it was, not even Jemma. It was just a dream manufactured from a memory. He’d finally met a woman who was both brilliant _and_ beautiful, and who seemed to genuinely like him--but she was dead.

Just his luck.

Swallowing to try and quash the sudden harsh, bitter disappointment that welled up within him--this was a dream, nothing more, he had to remember where he really was--he said, “Are...are you _sure_ I’m not really dead?”

If Jemma noticed his sudden disquiet, she didn’t act like it. “I’m positive,” she reassured him. “If your brain activity had ceased, we wouldn’t be here like this right now.”

“Ah.” He frowned. “It’s taking a while, though, isn’t it? I mean, I’ve been out for a long time now.”

Jemma pursed her lips thoughtfully. “I’m not sure time is really relevant here,” she mused. “It’s possible we could stay for as long as we like.”

Fitz had the thought that he might like to stay here, with Jemma, for a long while. The idea burned sour in his gut, mixing with the still-present knowledge that she was barely more than a figment of his imagination and that he _couldn’t_ stay. But before he could sink too far down in his own miserable thoughts, Jemma shifted closer to him on the bench and gently elbowed him.

“So...tell me about everything I’ve missed,” she said brightly, trying to catch his gaze. “I imagine there’s been loads of scientific breakthroughs since I died. “

He felt a brief plume of sadness at the way she glibly referred to her own death, but he pushed past it and reached up to scratch at his eyebrow as he considered her question. Science was easy and safe, much better than letting himself linger over their strange circumstances. “God,” he murmured, lost in thought. “Where do I even start? Everything since the turn of the century...well, first, Pluto was declassified as a planet--”

“What?” Jemma cried, horrified. “Why?”

Fitz grinned. “Scientists discovered another mass orbiting the sun that was bigger. They had to reevaluate their measures for determining what a planet was. Hmm. What else…” He tapped two fingers against his chin. “Also in space, the existence of dark matter was proven, and--not in space--the Higgs boson particle was discovered.”

“Higgs boson?” Jemma repeated. “That’s...it isn’t my specialty, but isn’t that physics?”

“Particle physics, yeah,” he replied, pleased that she understood him. “Physics _is_ my thing, that and engineering, so that was pretty exciting for me. They built this _enormous_ machine to help prove it--I mean, it’s _massive_ , we’re talking kilometers, and it’s underground and--” He stopped, seeing that Jemma was biting her lip to hide a smile again, and smiled sheepishly himself. “The details aren’t really important,” he continued. “But that happened, too. You’re biochem, right? I remember that from your file.” When Jemma nodded, he hummed thoughtfully. “What’s something that would interest you...oh! Stem cells. Scientists can grow new organs using stem cells now. And the human genome was mapped out, I think. Yeah…”

As he continued on, listing advancements he thought she might be interested in, her eyes grew larger and larger, her face bright and alive with excitement. Fitz found it was catching, and it pulled him out of the darker turn his mood had been taking. Jemma peppered him with questions here and there, and he did his best to answer what he could. He discovered that she was easily able to keep up with him in conversation, something no one else had ever been able to do; even her dated knowledge didn’t deter her very much. It was refreshing--like finally being able to have an evenly-matched two-way conversation.

He was in the middle of explaining some experimental fabrics he’d been developing using new carbon nanotube technology when Jemma interrupted him, flapping her hands in a rush. “Holotable?” she exclaimed, pressing a hand to his knee. “Did you say you have a holotable?”

“Um--well, we _had_ one, on the Bus,” Fitz clarified, a bit perplexed by her excitement. “And they had them at SciOps and the Academy. Why?”

“Because I always wanted to see one!” Jemma cried, seemingly unaware that she was crowding into his space again. “They were only in the development stage when I died,” she continued. “I was very curious about the technology and eager to see how it could aid and enhance the work we did in the lab. I wish I’d gotten the chance.”

Remembering what she had first said about being able to control their environment, Fitz said, “I could show you--if you wanted. You know, with the--” He gestured vaguely with one hand. “The whole world-changing thing.”

Jemma’s face lit up. “Oh, could you? That would be lovely!”

Her enthusiasm was positively enchanting. “Of course,” he grinned, and stood from the bench. On impulse, before he could overthink and talk himself out of it, he held out a hand toward her. Beaming at him, Jemma took it and rose to stand next to him. “Ready?” he asked. She nodded, and he took a deep breath. “Right. Okay--”

He thought back to the Bus, and the tiny lab that had been his and Bobbi’s home for nearly a year. As it had before, their surroundings--the quad, the trees, the campus buildings--all blurred and faded away to nothing before being replaced by the interior of the Bus snapping into focus. They’d landed just outside the doors to the lab, which were open. Jemma let go of his hand to walk slowly inside, taking in everything with appraising eyes.

“This is very cozy,” she said lightly, letting her fingers trail over one of Bobbi’s microscopes.

Fitz smiled as he stepped past her to head for the holotable. “Yeah, I guess you could call it that. It was a great lab, very state-of-the-art despite being so small.”

She turned to watch him walk around the far side of the holotable, and approached it with cautious interest. “Is this it?”

“Yep.” He bent to flip the power switch, pleased when he heard it hum to life just as it would have done in the waking world. “Now, you’d normally need at least two semesters of holographic engineering before you’d be allowed full run with this, but I bet you can catch up quickly.” He shot her a smile before pulling up one of the schematics he’d had on file on the Bus. Jemma gasped as it expanded to fill nearly the entire length of the table, the bright blue light of the hologram flickering in her eyes.

“This is a scan of a particle accelerator we investigated on one of our missions,” Fitz explained, making room for her to come stand next to him. “There was an explosion. I sent the D.W.A.R.F.s. up to scan the damage, and then I was able to input the data into the table here for a closer look and analysis. See?” He brought his hands up to flick his fingers outward, zooming in on the hologram slightly. “You can see all of the individual conduits and pipes, right down to the rivets, if you wanted to go in that far.”

Jemma looked suitably impressed. “This is...amazing. The level of detail…” She leaned in closer. “Oh, this looks like everything I’d hoped it would be.”

Fitz grinned again. “And, here’s the part I think you’ll like best. Watch this.” He reached into and through the hologram to pluck one of the conduits out from the center of the accelerator, pulling it toward him. “You can focus on separate sections of it if you like, taking bits out, seeing how they all fit together. You can zoom in on these too.” He did it quickly to demonstrate, then put it back into the rest of the schematic. “Would you like to try?”

“Yes, please,” Jemma breathed, and he stepped back from the table to give her room to stand in the center. She hesitantly put her hands out, attempting to pull the entire schematic down a few inches. It took her a couple of tries before she managed it, and she hummed excitedly at her success. Then she reached in to try and manipulate the conduits the way he had. She flubbed it a few times, and Fitz stretched around her to show her the proper way to position her hands in order to get the results she wanted. When she successfully pulled one out and expanded its view, she twisted to look up at him, beaming, and his breath caught in his throat.

He hadn’t realized how close they were standing--he was just behind her and slightly to the right, close enough for his vest to brush against her back. She fit so neatly there, so perfectly, and the way she was smiling at him was pure blinding joy. But instead of pulling away like he might have--like he would have if it had been anyone else--he smiled back, more genuinely than he’d ever smiled at anyone, and let her happiness settle over him like a warm blanket. The harder he tried to remind himself that none of this was real, it seemed, the more he found himself drawn to her.

“Do you have anything else I can see?” she asked.

“Of course,” he said, and quietly revelled in the way she didn’t shy away from him as he reached around her to pull up another schematic, his free hand ghosting against the small of her back.

It went that way for what felt like hours. Fitz showed Jemma everything he could think of, from the core of the overkill machine from Ossetia to the suit he and Bobbi had designed for Mike, to the 0-8-4 from Peru and the D.W.A.R.F.s and the various prototypes of the night-night gun. She listened to him prattle on about all of them, explaining the various intricacies involved in each device. She offered her thoughts where she could, asked questions about the things she didn’t understand, and seemed to genuinely enjoy hearing and learning about the various missions he’d been on.

It was unlike anything he’d ever experienced with another person before. Their conversation flowed easily, Jemma’s sentences picking up where his left off, trading ideas and suggestions like they were of one mind. The deeper they delved, the more in-tune they became, the less Fitz found himself caring about what was real and what wasn’t. The fact that he was actually trapped in a Hydra base was almost completely forgotten.

_But what if that’s the point?_ a little voice whispered. _To make you forget?_

He pushed the thought aside. He could detect no artifice about Jemma at all, no underlying motives, nothing deceitful about her. She was, simply put, a bright ray of sunshine bursting into the dull grey of his life. He found himself desperately wanting to stay with her, even though his rational mind knew it was impossible.

What might his life have been like, he wondered, if they’d been contemporaries?

He was in the middle of a detailed explanation of all the problems he’d been having with the night-night gun, hands gesticulating wildly, when he noticed that Jemma seemed to no longer really be listening to him. Instead, she was watching him with a small, private smile on her face. He stopped, cringing, wondering if he’d gone too far into his specialty and lost her, like he frequently did with Bobbi and Skye. “Too heavy on the physics?” he asked self-consciously..

“What? Oh--no, no, not at all,” Jemma said, looking guilty at having been caught staring. “I was--I was just...thinking.”

His brow furrowed. “About…?”

“How extraordinary you are.”

Once again, she’d struck him speechless. This didn’t sound like flirting, however--her face and her tone were serious, almost shy. He didn’t understand what she meant, though. There was nothing extraordinary about him, save maybe his intellect.

When he didn’t answer her, just blinked without comprehending, Jemma rested her hands on the edge of the holotable, her gaze falling to them. “I’ve never met anyone like you before,” she murmured.

Fitz took in a slow breath. “Er--meet a lot of people around here, do you?” he joked weakly.

The look she gave him was faintly chastising, but tinged with fondness. “No. Obviously not. I meant...before, before all of this.” She paused, searching for words. “I was surrounded by S.H.I.E.L.D.’s best and brightest, but there was never anyone like you. You’re brilliant, that much is plain to see, but the way you talk--the way you talk with _me_ \--at the risk of sounding arrogant, no one could ever fully keep up with me. You said about yourself that you weren’t sure if you lacked the patience for other people or if they didn’t have the patience for you. It--it was the same with me. I could never really _connect_ with anyone. Not truly, deeply. But you...you’re different.”

She looked away then, as if she felt she had said too much and was prepared for his rejection. As if he even _would_. Because now he knew that every stirring he felt in his gut, every tug of his heart, the desire to know her better--she felt it just as keenly as he did. Something sharp clenched in his chest--a curious mix of joy, sadness, and belonging.

“No, I...I get it,” he said softly, carefully. “I do.” She lifted her eyes hesitantly back up to his, and he quirked his lips up into a wry smile. “And for what it’s worth,” he added, “you’re the same for me.”

A moment suspended itself between them then, where she looked into his eyes, searching for something he couldn’t define, and he looked back, feeling like something important was shifting, changing, slotting into place. Then her gaze dropped and she silently moved to cover his hand with her own. He looked down, too, warmth rushing through him, and studied their hands for a moment before twisting his wrist to turn his palm face-up. Jemma immediately threaded her fingers through his, giving his hand a light squeeze. When he looked back up at her, the open affection in her gaze made his stomach drop.

No one had ever looked at him like that before.

He cast about for something to say, to put words to the racing of his heart and the terrible longing he felt, but a shout stopped him before he could.

“Fitz!”

He flinched sharply, pulling his hand away. “That was--that’s Skye,” he said, looking around him, trying to find her. She sounded scared. “What’s happening?”

Jemma nodded to herself, taking a step back. “It’s working, then. My plan is working. Good.”

A sudden fear seized him. “Plan?” he said hoarsely. Had he been wrong about her after all?

“I’ve been multitasking,” she explained, looking oddly contrite. “Trying to override Garrett’s control of the security systems so your team can open the door and pull you out of that room. You were being gassed, remember?”

Oh, he definitely remembered. “Right,” he said, relief flooding thick and heavy through him. “Fine. So now I _really_ know I’m not dead.”

“I said you weren’t,” Jemma chided. “But, if we can hear Skye, it means you’re waking up.”

Which meant that his time with her was at an end. Fitz’s eyes widened as dismay set in, torn between his need to wake up and get himself and his team out of the hellhole they were trapped in, and his desire to stay with Jemma. “But--you said time wasn’t relative here--that we could stay for as long as we wanted--”

“ _Fitz_!”

“It was just a theory,” Jemma said, and her face was sorrowful, as if she didn’t want him to leave any more than he himself did. “I never had the chance to explore the telepathic field with anyone else. I’m sorry--I wish--”

The walls of the lab began to blur. “Jemma,” he said desperately, reaching out to her, “Jemma, wait--”

But the room was already lengthening between them, pulling her away, and he couldn’t reach her. He had one last look at her, standing alone by the holotable, watching him, before the walls spun and faded out completely to black.


	4. Chapter 4

**Notes for the Chapter:**

> Music aesthetic - [Michael Giacchino - Brigadoom (Star Trek Into Darkness)](https://www.youtube.com/watch?v=7SbFZNvEsDE)

Fitz awoke to find himself back inside the base, flat on his back on the floor of a darkened corridor, coughing violently as his lungs burned. Skye and Trip knelt over him; Skye had a fistful of his jacket, her other hand pressed to his chest. Above them, he could see May waving her hand through the air, trying to disperse the gas that had leaked through the open door, which Mike had just shut.

“What--?” he rasped, still struggling to breathe.

Relief swept over Skye’s face. “Oh, thank god!” she cried, letting go of him and sitting back on her heels. “We thought you were a goner.”

He tried to speak again, but was interrupted by another coughing fit. When the worst of it had passed, he swallowed thickly. “What--how long was I out?”

“Couldn’t have been more than a minute, probably less,” Trip said, grabbing his hand to help haul him up to a sitting position. “How’s your breathing, man?”

He nodded to indicate he was okay, taking a few deep breaths to clear the fuzziness from his mind. “We didn’t know how we were going to get to you,” Skye added. “But the door just--unlocked. For no reason. We got lucky.”

 _I’ve been multitasking. Trying to override Garrett’s control of the security systems so your team can open the door and pull you out of that room_.

“Jemma,” Fitz breathed in wonder.

Skye and Trip frowned at him, confused, but the look that May leveled on him was sharp. “What did you just say?” she demanded.

If Jemma had been telling the truth, it wouldn’t be odd for May to be so affected by the sound of her name. Still, he felt hesitant to tell his team exactly what had happened to him while he was unconscious--a moment for them, but hours for him. He coughed again, reaching up to run an unsteady hand through his hair. “I’m, um...I’m not sure you’ll believe me,” he said.

May’s mouth pressed down into a thin line. “Try me.”

Fitz paused, trying to muster the courage to speak; he looked at each of his friends in turn before taking a deep breath. “Mike was right,” he said at last. “There _is_ someone here. Two people, actually. But they’re, ah, they’re not really _here_ , not alive; they’re in all the wired systems.” Seeing the team’s blank faces, knowing he wasn’t really getting his point across, he rushed to add, “There’s a guy named Garrett; he’s the one who’s been attacking us, locking all the doors. But the other one, she’s a S.H.I.E.L.D. agent, and she’s been helping me--helping us. When I was unconscious, I, um--I was able to talk to her. I’m not sure how it works, really; she said there’s a telepathic field covering the whole base. But, uh...her name’s Jemma.”

It was hard to read May’s expression in the unsteady beams of their flashlights. “Did this Jemma give a last name?”

Fitz nodded, swallowing nervously in anticipation of her reaction. “Yeah. Simmons.”

“Jemma Simmons is dead,” May said, her voice flat and steely.

“No, yeah, I know,” Fitz said quickly. “She told me. She said before she died, she uploaded her consciousness into the building’s systems, to try and stop Garrett--” Next to him, both Trip and Skye were frowning again, and above him, Mike had his arms crossed. He wasn’t convincing them. “Look, I know this sounds mad, but I’m telling the truth. I believe Jemma. If we can get to another lab, or any room with any type of monitor or screen, I can prove it to you.”

Skye twisted to look up at May, clearly doubting him, but May didn’t say anything. For a long moment she just stared at Fitz with narrowed eyes, trying to gauge his honesty--or perhaps even his mental faculties. He found himself holding his breath, hoping she would give him the benefit of the doubt. Finally, she gave one brief nod of her head before taking a step back and turning to look away down the corridor.

“Fitz, I want you to keep one of the drones out and active at all times so we can at least have an idea of where we’re going,” May said as Skye and Trip got to their feet, pulling Fitz up after them. “We don’t need to be walking around blind. And keep your guns within reach. If what Fitz said is true, then there’s no one else physically here, but we don’t need to let our guard down.”

As Fitz pulled the straps of his backpack over his shoulders, then used his tablet to power up Happy, Mike gave him an uncomfortable look. “It’s not that I’m not glad, being right, thinking we weren’t alone...but are we sure Fitz didn’t, you know…” He winced. “How do we know that gas didn’t just make him hallucinate all of that?”

Fitz didn’t even have time to be offended. “Because Jemma Simmons was a real S.H.I.E.L.D. agent,” May replied shortly, checking the safety on her gun before sliding it back into its holster. “Her name isn’t the kind of information he would hallucinate. I trust Fitz.” He felt a rush of relief; at least someone on his team believed him. But then May turned her hard gaze on him again. “For now. Let’s move.”

The small smile that had bloomed on his face collapsed before it had even fully formed. But what did he expect? He’d essentially told them they were being attacked by one ghost but helped by another--and they knew very well that ghosts didn’t exist. Not in ways that weren’t explainable by science. Fitz trusted that there was a perfect, solid explanation for how Jemma and Garrett had ended in up the system. Perhaps it was just technology beyond what S.H.I.E.L.D. was currently capable of. He shuddered to think of what an organization without moral limitations such as Hydra would come up with.

As they set off down the corridor, Fitz also considered the fact that May was taking the mention of Jemma rather well, all things considered. He didn’t know how he’d expected her to react, not really, but cautious acceptance was far better than disbelief or outright hostility. Jemma had said she and May had been friends and colleagues, but not how deep their relationship went. There were any number of factors that could have affected May’s response, but Fitz was very glad she was choosing to go along with him for the time being.

For a while, they walked in silence. Fitz kept Happy drifting along just ahead of them, keeping an eye on the readouts on his tablet as they ventured deeper into the building. May, Trip, and Skye were just ahead of him, guns out, while Mike brought up the rear. Most of the doors they encountered were locked, but they were able to get through them without much trouble. Fitz could only guess that it was Jemma, hard at work, trying to keep Garrett at bay. He offered up a small smile in thanks at each door they successfully opened, hoping Jemma could see him.

After turning a corner into a new corridor, Skye sidled up next to May. “So, this Jemma Simmons person…” She shot a glance back in Fitz’s direction. “She really is real? You knew her?” May nodded once. “What happened to her?”

The silence on May’s end stretched out long enough that Fitz thought she wasn’t going to answer, but after a moment, she sighed. “Agent Simmons, along with another agent from her unit, disappeared almost twenty years ago while coming back from a standard reconnaissance mission. They reported intercepting a distress call and went to investigate. Base control lost contact with them and they were never heard from again. Search teams never turned up anything. Eventually, they were declared killed in action.”

“Intercepted a distress call…” Skye murmured. “Just like we did.”

May nodded. “The message was even the same. According to the official transcripts of their exchanges with base control, they reported the distress call as coming from a stranded field agent in need of extraction. Even the location is similar.”

“Why didn’t you say anything at the mission brief?” Skye frowned.

“I had my suspicions,” May replied. “But I thought it was just a coincidence. It’s been twenty years, and nothing similar ever came up again. Fitz...making contact with Simmons solves a large piece of that puzzle for me.”

Fitz didn’t miss the way May hesitated on defining what exactly had transpired between him and Jemma, and he reminded himself that she wasn’t fully on board with him yet. The sooner they got to a room with a computer, the better.

“Do you think that quinjet we found was theirs?” Trip asked.

“Possibly. It looked old enough, and the evidence we have supports it.”

They came to a stop at the end of the corridor, where they were faced with another door. When May tried the handle and found that it was locked, Fitz moved forward to attach the descrambler to the keypad. They’d been having better luck with it since they’d rescued him from being gassed, and he was certain that between it and Jemma’s help, it wouldn’t be long before the door was open.

He’d just set the descrambler to start cycling through passcodes when he was struck by a wave of nausea. He immediately tensed, knowing what was coming, and grit his teeth against the urge to vomit. Next to him, Skye had crossed both arms over her stomach, her face screwed up in a grimace, and back behind them, Mike looked ill, too. Fitz tried to mentally fight it off, to stay focused on the present, but the feeling of wanting to be sick was nearly overwhelming. The rushing noise in his ears sounded like dozens of voices and conversations overlapping each other, all struggling for dominance, and threaded through it was the same strange, derisive laughter he’d heard before he’d first spoken with Jemma through the computer. He still couldn’t place it, but it filled him with a heavy sense of shame and disappointment that was difficult to shake.

Fitz felt the cold metal of the door on his forehead as he sagged against it, trying to stay upright. “Jemma,” he gasped without thinking. “Jemma, where--help--”

He forced his eyes open, hoping to see her, but his vision was blurry and distorted. However, after a moment, he heard her voice, as clear as if she were right next to him.

“It’s okay, Fitz. You’re okay. Focus on your team and on the door; focus on what’s real. I’m doing everything I can to help. You can get through this. I believe in you.”

“Jemma…” He wanted to focus on the sound of her voice, sweet and light and full of conviction, but Fitz forced himself to think about the door. He forced himself to think about May, who, even though she had said nothing so far about knowing Jemma personally, he believed wasn’t letting on all that she knew and felt. He forced himself to think about how important it was that they get through the door.

Finally, the dizziness and the nausea and the noise began to dissipate. When he opened his eyes again, Fitz saw that everyone else seemed to be recovering from the attack as well. Skye had pressed the heel of one hand to her forehead, and May was shaking her head to clear it.

“So, that...that stuff,” Trip said unsteadily after a moment. “That’s this Garrett guy?”

“Yeah. John Garrett.” Fitz pushed away from the door, checking the descrambler as he straightened. It was still cycling through codes. “Does that name ring any bells, May? Jemma told me he was a S.H.I.E.L.D. agent when I talked to her through the computer.”

May shook her head again, slowly this time. “It sounds familiar, but I can’t place it. Did he get pulled in by the distress signal, too?”

“No. I think he’s the one sending it out.” He rubbed a finger against the bridge of his nose. “Jemma said he came here because of something called Project Lazarus, that he was terminally ill and wanted to use it to save his own life. I think Hydra abandoned this base because of him. My best guess is that he uploaded himself into the base’s systems and it drove him crazy.” When he glanced back at them, his team still looked skeptical. He sighed. “According to Happy’s scans, I think there’s a computer lab on this next hallway. I promise, as soon as we get to a computer, Jemma can tell you everything herself.”

As he turned back to watch the descrambler, he noticed Skye in the corner of his eye, staring at him with an odd look on her face. After a moment, he shifted uncomfortably before looking at her directly. “What?”

Skye’s frown deepened, even as she looked chagrined for having been caught staring. “Sorry. It’s just--when that... _thing_ happened again just now, you were...did you say her name?”

A sharp bolt of self-conscious fear lanced through him. “Who?”

Skye looked unimpressed. “ _Her._ Jemma. Your ghost friend.”

“No, I didn’t.” Fitz was thankful it was dark, because hopefully it meant Skye and the others couldn’t see the way his entire face had just flushed. “And she’s--she’s not my ghost anything.” As he turned away, he remembered that Jemma could hear them, and he blanched. Shame curdled in his gut. What would Jemma think, hearing him say that, after what they had confessed to one another in his dream? Then irritation came on the heels of his shame. It was pointless to even feel bad about it, because Jemma _was_ a ghost and he was very much alive, and there could never be anything between them, no matter how much he wished for it, no matter how much he denied even wanting it to begin with.  

“Pretty sure you did,” Skye said, crossing her arms. “I mean, I guess there’s nothing wrong with that, it’s just...weird. Creepy.”

Fitz smiled tightly. He knew she didn’t believe him, but it was fine. He trusted his own sensibilities. “She helped me before,” he said quietly, still watching the descrambler. “I thought that maybe--ah, here we go.”

The indicator light on the keypad had finally turned green, and Fitz opened the door. Everyone moved to quickly go through; Mike braced himself against the door as Fitz directed Happy to follow them, then grabbed the descrambler and ducked past him. Mike let the door close with a heavy thud.

“Okay, Fitz, which one is the lab?” May asked, shining her flashlight down the corridor and looking over the doors that lined the hall.

“Uh--hold on--” Fitz slipped the descrambler back into his backpack, then consulted his tablet. “Second on the left, I believe.” Nodding a confirmation, he went ahead to lead the way to the door. When he tried the handle, it turned easily. He stepped aside to let May and Trip open the door and scan for threats, taking the opportunity to power Happy down and put both the drone and his tablet into his backpack as well.

As they entered the room, the emergency lights snapped on, illuminating a few rows of computer terminals and a two-way mirror set into the wall--just like the lab he’d first spoken to Jemma in. As the others looked up in surprise, Fitz couldn’t stop himself from grinning--it was as if Jemma was welcoming them. Assuming it _was_ Jemma, of course, and he had no reason to believe it wasn’t. He didn’t think Garrett would help them by turning on the lights.

He made a beeline for the closest computer terminal. “Jemma?” he called out. “Jemma, are you here?”

The monitor he’d chosen flickered to life, a single command window popping up on it.

 _> i’m here. hello, fitz< _ _  
_ _ >hello, may. and skye, trip, mike< _

Skye moved closer, bending over to squint at the screen, while Trip and Mike hung back. May stopped next to Fitz, her arms folded across her chest, and he tried to squash his widening smile. It was a relief to speak to Jemma again, even if it was through the computer. Now he could prove to his team that he wasn’t crazy.

“Well, that’s not creepy at all,” Skye muttered. “It’s like getting a hello from Hal 9000. She knows our names?”

“She said she can hear us talking to each other; that’s how she picked them up,” Fitz answered automatically. Skye turned to glance back at him, but he was already looking away, addressing the room at large in lieu of having Jemma there to actually speak to.

“Jemma, I need you to tell them everything you told me about this place, and Garrett,” he said. “Then we can talk about how to get out of here.”

_> of course. i’ll start at the beginning< _

“Wait,” Mike said suddenly, stepping forward. “How do we know you’re who you say you are? How do we know you’re not this Garrett guy, tricking us into killing ourselves?”

May shifted a little next to him. “Mike’s right. If you really are Simmons, then you’d know that we--worked together for several years. Tell me something that only Simmons and I would know.”

There was a short pause before a single word appeared on the screen.

_> manscaping< _

Bemused, Fitz raised an eyebrow as he turned to look at May for her reaction, but her expression remained unchanged as she looked at the monitor. Skye snorted out a short laugh as she straightened from where she’d been hunched over to view the monitor. “Manscaping?” she said in disbelief, turning to face them, and there was a spark of humor in her eyes that made Fitz think that maybe she was starting to believe Jemma was real. “Really? What does that even mean?”

May narrowed her eyes slightly. “It’s her.”

Her tone was serious, brooking no argument, but Skye laughed again. “That’s it? ‘That’s her’? That’s all you’re saying?” she said. “Because-- _manscaping_ \--I think there’s a story that we _really_ need to hear.”

Behind them, Trip moved to smother a smile with one hand. Even Mike looked amused. Then, on the monitor, a series of ellipses, brackets, and other assorted characters flowed across the command window in a quick, excited wave. It took Fitz a second to realize that it was Jemma’s laughter brought to life on the screen, showing her delight at having made Skye laugh over something that clearly had to be an in-joke between her and May from years past. He found himself smiling again, warmth blooming in his chest. Jemma was still like sunshine to him, even when she was limited to existing as text on a screen.

May alone appeared to be unmoved, though Fitz thought he caught a glimpse of something indefinable in her eyes for a brief moment. “We don’t have time,” she told Skye sternly. “But believe me--it’s definitely Simmons. We can trust her.” She took a step forward. “Tell us what you know.”

 _> thank you< _ Jemma’s relief at being trusted was nearly palpable. _ >i suppose i should start by explaining how i’ve come to know everything that i do. when i uploaded myself into the memory machine, i found that garrett had taken over the base’s entire system, everything that is connected or powered through wires and cables. everything he has access to, i do as well. that means all of the data logs, experiment records, case studies, file histories, everything. and i’ve had a very long time to become familiar with all of it< _

“Understood,” May said.

_> this base was constructed just before world war ii, to serve as a top-secret research and development facility for hydra. their scope was vast. i’ve found evidence of technology that s.h.i.e.l.d. wouldn’t fathom for years, experiments done on powered individuals--fitz, i believe the telepathic field i mentioned to you stemmed from that research. it was all led by a man named arnim zola< _

“Hey, I recognize that name,” Trip said, crossing his arms. “Crazy mad scientist guy, right?”

_> yes, exactly. i gave fitz some information on him when we first spoke through the computer< _

“He was taken into SSR custody after the end of the war,” Trip continued. “But I’m guessing his work lived on?”

_> in a sense, yes. he began work on project lazarus here before he was arrested. i believe its intended purpose was to transfer the memories and living consciousness of one human being into another--ideally from one human being into a clone of itself--but his research and testing never made it that far< _

“He did this back in the forties?” Mike let out a low whistle. “Crazy. And clones? That’s like playing God. Why was Hydra so interested in this?”

_> does hydra ever need a logical reason?< _

Fitz grinned briefly, certain he could imagine the way Jemma would have tilted her head slightly to one side, a wry smile lifting up the corners of her mouth as she spoke.

_> zola was only successful at transferring thoughts and memories to machines, or memory cubes, before he was taken into custody. he had hoped to use it on himself once he had a successful prototype. it was a way to prolong his life indefinitely, to ensure he could carry on his life’s work without a foreseeable end. honestly, the amount of hubris and narcissism that man must have had is staggering< _

“And this Garrett the two of you have mentioned,” May said, glancing briefly at Fitz, “He was after this technology? Fitz said he was a S.H.I.E.L.D. agent, but his name isn’t familiar to me.”

_> i didn’t recognize him either; neither did ward. but it’s all in his file here. fitz saw it. he was a s.h.i.e.l.d. agent who somehow found out about project lazarus--his files don’t say how--and he managed to make the connections necessary to defect from s.h.i.e.l.d. and offer himself up as a volunteer to continue the project< _

Skye pursed her lips thoughtfully. “He must have gone dark, or staged his death or disappearance, something like that. I know I haven’t been around all that long compared to you guys, but even I know that before everything blew up, you couldn’t just up and say, ‘I’m out, thanks, headed for Hydra now.’”

_> that might always be a mystery. he’s not exactly chatty< _

Fitz frowned. “Have you...talked to him?” he asked. “Through the system? Or have you met the way I met you, in a--a--sort of dream?” He hesitated saying the last bit, fully aware that it sounded very fanciful and that it might cause his teammates to give him odd looks again. Aside from a mild frown from Mike, though, everyone took it in stride, and he breathed out a small sigh of relief.

_> no. once i fully adjusted to being a part of the system, i tried to reach out to him, to at least try and gain an understanding of his motivations, if not shut him down completely. but he resisted all attempts at communication. he’s not forthcoming at all< _

“So, what was his plan?” May said. “He had to have had one. We’ve established that he wanted to use Project Lazarus to save his own life, but what happened after that? Why did Hydra abandon this base, and leave him behind?”

When the next bank of words appeared, Fitz thought he could hear the echo of Jemma’s frustrated sigh. _ >i’m afraid the records aren’t very clear. the transfer of garrett’s consciousness was a success, obviously, but the daily logs end very shortly thereafter. maintenance reported systems malfunctioning and refusing to respond to computer commands within one day, and the next day the weapons labs were going haywire. the very last record i could find--four days after garrett’s transfer--the base was declared a total loss and all personnel were evacuated, leaving everything behind. there’s no explanation for it, no data that even hints at how garrett was able to successfully overwhelm and take control of the entire system, or how i was able to do the same. who knows--perhaps it was an actual intended function of the memory machine as designed by zola, but kept secret for his own purposes< _

There was a short pause in the flow of words, as if Jemma was taking a breath. _ >i’m not sure if garrett intentionally drove hydra to abandon the base. i don’t think he did. what i am certain of, however, is that his intention is to somehow get himself--or his consciousness, more like--off this base and back into the population by any means necessary. based on the few deductions i’ve been able to make during my time here, garrett holds a considerable grudge against s.h.i.e.l.d. i think he would have tried to enact some form of revenge. except, as fitz told me, apparently hydra managed to destroy s.h.i.e.l.d. just fine without him< _

“But how does he expect to get out of here without a body?” Trip wondered.

_> i realized too late that hooking myself up to the memory machine was probably exactly what garrett wanted. if i had been able to disconnect myself from it, i think he would have tried to transfer his consciousness into my body, essentially taking me over. that’s how he would have gotten away. so it’s probably just as well that i died here. he couldn’t use me as a vessel< _

“What happened to Ward?” May asked. “Why wasn’t he there to disconnect you?”

_> he died too< _

Even though it was only words on a screen, Jemma’s reply felt just as terse and short as it had when he’d asked her the same question in his dream. Fitz frowned, mentally filing away the name of Jemma and May’s teammate who had disappeared along with her. _Ward._ What had their relationship been like, what was he to her, that his death still affected her so keenly, even seventeen years later?

Beside him, May seemed to take it all in stride. “When did all of this happen?”

“1990,” Fitz murmured, just as _ >1990< _ appeared on the monitor.

May gave him a brief, considering look before returning her attention to the monitor. “And you disappeared in 1998, Simmons. So it took Garrett eight years to send out a fake distress signal?”

_> maybe it took him that long to adjust to being a part of the system. i know it took me a long time< _

Fitz felt a brief swell of sadness. He couldn’t imagine how it must have felt for her, to be disconnected from her own body and plunged into a world of wires and cables and circuits. Jemma was alive only in the loosest sense of the word, barely more than an echo. It must have been terribly confusing at first, and he was surprised that it hadn’t taken more of a psychological toll on her. With that thought, admiration tempered his sadness. Jemma had given up everything in order to try and stop Garrett. She was incredibly brave.

“Okay, so, correct me if I’m wrong,” Mike said, rubbing his hands together. “We’ve got to shut Garrett down before we have any chance of getting out of here?”

_> precisely< _

May nodded in understanding. “Any ideas on how to do that, Simmons?”

_> i have a few. you would think that simply turning off the power to the mainframe would work, but it won’t. we found that out the hard way. there’s no one single off switch for the base. some of the systems are kept completely separate from the others in case some sections of the building had to go into lockdown. and since we live in the hardware, too, garrett could simply turn the power back on from another part of the building< _

“No main fuse box we could blow?” Trip asked hopefully.

_> no. i’m sorry< _

His shoulders slumped as he looked away. “Well, it was worth asking.”

_> but there may be something better. this base has a fail safe built into it--a nice stack of explosives put in place to completely destroy the compound in the event of a takeover. i have no idea why it wasn’t used when garrett went berserk. perhaps the base commander didn’t want to go down with his ship. neither garrett nor i can access the detonator for it, as it’s been wired to be completely separate from everything else. the only reason i know it even exists is because it’s included in the blueprints for the base. the only problem is that there are two--one dummy, the other the real fail safe--but i don’t know which is which. garrett doesn’t know, either, which is...something< _

“Can you tell us where this fail safe is located?” May asked.

_> yes. it is two floors down from where you currently are, third door on the left. the lock requires handprint identification in order to get through, but i can fight garrett to open it for you< _

Trip frowned thoughtfully. “Does this fail safe have a timer? You mentioned the base commander not wanting to trigger the bombs.”

_> according to the blueprints and records it does, but it’s not very long. you would probably need to adjust the timer to allow you more time to escape. fortunately for you, you have a brilliant engineer on your team who is more than adequate for the task. i think it will be right up your alley, fitz< _

Fitz smiled slightly, ducking his head a little. “Yeah--yeah, I definitely could do that,” he said, feeling a rush of warmth at Jemma’s endorsement of his talents. “Easy.”

_> once you set the detonation timer, i can divert all of my strength to the security systems, unlocking all of the doors for you so you can escape. then, with some luck, i can take control of the perimeter anti-aircraft guns and fire on the building< _

“Don’t you think the anti-aircraft missiles will be overkill on top of the fail safe?” May asked.

_> no. complete destruction is the only way to ensure that there’s nothing left physically for garrett to transfer himself onto. this entire compound has to burn< _

“And--hey,” Skye said, looking almost excited, “before we hit up the fail safe, if there’s another lab down there, maybe I could try to write a virus to spread through the system to help distract Garrett, too. I’d need some time to get a little familiar with the system, but I bet I could do it.”

_> it’s certainly possible!< _

Skye smiled, looking pleased; Fitz could tell she’d been fully won over by Jemma, and believed in her and trusted her just like he did.

“Okay,” May said, uncrossing her arms and taking a step back so she could look at all of them. “We’ve got some set objectives now. We head to the lower levels, we find the fail safe, Fitz gets it rigged to blow. Simmons will make sure the way is clear for us to get out. As soon as we can, we establish contact with Coulson and let him know what’s going on.”

Mike, Trip, and Skye all nodded, looking energized at finally having a solid direction to go in, but Fitz hesitated. “Jemma,” he said, “what about you?”

_> what about me?< _

He’d meant to ask how they could save her from being destroyed along with Garrett, but, seeing the way his team had all turned to look at him, their expressions suspicious and critical, the words died in his throat. Instead, he swallowed and reached up to scratch awkwardly at his eyebrow. “Uh...I...nothing. Not important.” He waved his free hand. “New mission?”

There was a prolonged beat of silence before another block of text appeared on the monitor, and everyone turned to look at it.

_> a word of caution. garrett can see and hear you just as well as i can, so it’s not a stretch to imagine that he knows what you’ll be doing now. i’ll do the best i can to intervene, but don’t be surprised if things only get more difficult for you< _

“Great,” Skye muttered.

_> i’m surprised myself that i’ve been able to keep this connection open as long as i have, but i’ve been concentrating very hard< _

“We appreciate it,” May said. “Thank you for helping us, Simmons.”

_> you’re quite welcome, may< _

Fitz thought he saw the corner of May’s mouth tick up in a faint smile, but when she turned to face the rest of them, she was as stoic as ever. “Okay. We know what we have to do. Get ready to head out.”

As soon as the words were out of her mouth, the emergency lights abruptly shut off and the computer monitor winked out. They all looked around in surprise, moving to pick up their flashlights from where they’d set them down on the table next to the computer.

“Jemma?” Fitz called out. “Jemma, are you still here?”

The computer remained dark and silent. Trip shook his head, his eyebrows raised. “Damn, she wasn’t kidding when she said Garrett would be after us.”

“I’m not worried.” They turned to see May standing straighter with her shoulders back, firm with purpose. “Simmons was one of the most capable agents I knew. She’ll come through.” This time she did smile, but it was grim. “I’m not afraid of Garrett. I know we can beat him.”

Fitz could only hope that she was right.


	5. Chapter 5

**Notes for the Chapter:**

> Music aesthetic - [John Williams - Meeting Tom Riddle (Harry Potter & the Chamber of Secrets)](https://www.youtube.com/watch?v=tWB5zlVaA08)

“What I want to know is, how do you even upload yourself into a mainframe, anyway? How does it work?”

The team had long since left the computer lab and were making their way towards what they hoped was a stairwell that would take them down a level. True to Jemma’s word, Garrett seemed to be aware that they were acting with purpose now, because they found their progress severely impeded at every turn. Fitz could feel the strain starting to take a toll on all of them, and the pervasive feeling of dread and unease that had begun after leaving the lab didn’t help, either. Skye had started talking, voicing her questions aloud, as a way to let off steam and fill up the oppressive silence that surrounded them.

“I don’t know,” Mike said. “But we’ve seen some of the tech they had here and it’s pretty advanced, even for being so old. Who knows what they got up to?”

“And that Zola guy was a maniac,” Trip added. His voice was casual, but his eyes were alert, sweeping the corridor ahead of them. “Based on what we learned at the Academy, if you looked up ‘mad scientist’ in a dictionary, his picture would be right next to it. Right, Fitz?”

“Right.” Fitz didn’t bother to look up from his tablet, where he was monitoring the data Happy was sending back. “Jemma mentioned using some sort of machine to do it, but she didn’t go into specifics.”

Skye shook her head. “And what happened after they were done?” Her steps slowed as they approached yet another door, and she moved to the side to let Fitz through with his descrambler. He shrugged and attached the device to the keypad.

“She said she died,” he said. “So...it was fatal. Pretty final.”

Trip made a low noise in his throat. “I hope she had her life in order.”

Fitz started to reply, something about how she hadn’t planned to die, but he bit his tongue. A glance in May’s direction had shown that she had narrowed her eyes slightly at Trip, her jaw clenching, and almost seemed on the verge of speaking herself. It was the most emotion he’d seen her show in regards to Jemma so far, and--not for the first time--he wondered just how much all of this was really affecting her. The Hydra coup had hit them hard, but because Coulson’s team had emerged relatively unscathed, he didn’t know what it was like to lose someone close to him. Jemma had been so young, the same age as he was now. If May and Jemma had indeed been close, there was no way Jemma’s disappearance hadn’t affected her. He could only imagine how she felt now, seeing what was left of her friend and teammate after so many years.

“Do you think it counts as still being alive, though?” Skye asked. “I mean, we know Garrett did it to try and save his life, but it’s not exactly working out well for him. They don’t even have bodies anymore. They’re just... _there_. In the system. You know what I mean?”

“I think she’s alive.” Fitz blinked, a little surprised at the conviction in his own voice. Keenly aware of everyone’s eyes on him, he cleared his throat and focused on the descrambler, still going through potential passcodes. “When I could--when I saw her, she had thoughts and feelings and reactions. Nothing like a computer could recreate.” He thought of the way Jemma smiled, of how she’d been so excited to discuss science with him, the way her eyes had sparkled in the sunlight. He thought of her words on the computer monitor. To him, she was as alive as she could be.

Skye nodded, absorbing his words. Then, glancing around at the others, she said, “What was it like? When you saw her, I mean. How did it work?” She took a step towards him, eyes wide with interest. “Was it like a dream? Or a--oh, wait, here we go.”

The indicator light on the keypad had finally turned green; Fitz quickly opened the door as Skye stepped aside to make room for Mike to brace himself against it, holding it open with his enhanced strength. The others went through as Fitz grabbed the descrambler, and once he was through as well, Mike let the door shut. By now, they’d gotten making it through locked doors down to a science, and Fitz no longer worried about the possibility of being left behind.

Needing a moment to take stock of their location, Fitz directed Happy to go ahead and start scanning what it could of all of the rooms that branched off from the newly-revealed corridor. As soon as she’d gotten a good look around, Skye turned back to him. “Seriously, Fitz. Tell us. You’re the authority here.”

He shot another glance at May. He would’ve thought she’d tell Skye to stay on task, like she had earlier when he was in the ventilation. Maybe she was just as interested to hear what he had to say as Skye was. He sighed.

“That first nightmare thing we had? That hallucination? She just...appeared. Right next to me. I had no idea who she was. But, she told me that what I was seeing wasn’t real, and that I had to fight it off.” Tapping out a few commands on his tablet, Fitz started to follow Happy down the corridor.

Skye skipped to catch up with him while May, Trip, and Mike held back, holding their guns at the ready. “What did she look like?” she asked.

_Beautiful. Like sunshine after a cloudy day. Eyes I could fall into. The brightest smile I’ve ever seen._

Fitz shook his head and shrugged, making a face. “Um--a little shorter than me? With long brown hair. And she had a jumper on over her blouse. Oh--and she’s English.”

“No wonder you like her.” Skye nudged him gently with her elbow and he frowned at her, pulling his own elbows in on himself, but she had already turned to look back at May. “Does that sound like her to you, May?”

“It’s a very generic description, but--yes.” Fitz could hear the eyeroll implied in May’s voice, and his mouth quirked briefly in amusement. “Fitz, when you...spoke to her, did she tell you anything else about this base that she didn’t tell us? Anything that might help?”

Fitz paused before answering, not sure how much he wanted to reveal. The time he’d spent with Jemma in his dream felt very private, personal, and not something he was eager to share. He realized that their survival depended on complete honesty, though. “Not really,” he said, scratching at his jaw before directing Happy to move along to the next door they were approaching. “Mostly she just--she wanted to know what she’d missed since she died.”

“That sounds like Simmons.” When he looked back, Fitz saw that May’s expression had softened ever so slightly. “She was always asking questions.”

He smiled down at his tablet as Trip moved past him to go take point along with Skye. “She didn’t stop,” he murmured. “Felt like we talked for hours. She was really interested in the holotable we had on the Bus.”

Skye made a confused noise. “How did you get on _that_ subject?”

“Um--ah--wait.” Fitz held up a hand to indicate that everyone should pause, and moved Happy closer to the door that he was standing in front of. He bit his lip, watching the drone’s scan readouts on the tablet, before shaking his head. “Okay. I thought maybe--but this isn’t the room with the fail safe. Anyway--” They started walking again. “It was, um--it was a bit weird, really. We could change where we were, what environment we were in, just by thinking about it. I showed her the lab on the Bus.”

“You mean, like Inception?”

Skye had roped him into watching that film with her and Bobbi one night back at the Playground. He laughed quietly. “Yeah, I guess so. Good analogy, actually. Well done.” Remembering the way Jemma had explored the Bus lab in his dream, he added, “I think she’d love the lab back at the base. She’d go mad over all the equipment we have, she’s so...she’d probably talk Bobbi’s ear off about all the analyses we have running.” He smiled again at the thought, rubbing idly at the back of his neck. “She had some good ideas for the night-night gun, too.”

He glanced up from his tablet just in time to see Skye share a loaded look with Trip, and his smile abruptly fell from his face. For a moment, he’d forgotten again that Jemma wasn’t really alive, not truly, that she wasn’t a physical presence they could take away from this horrible place. For a moment, he’d acted like he could show her around the Playground once they left. The same bitter disappointment he’d felt in his dream at realizing there could never be more with her rose in his throat like bile, and Fitz swallowed hard to keep it from choking him. He squeezed his eyes shut, trying to find his center. He had to stay focused on the mission. He couldn’t let himself get distracted by thoughts of things he couldn’t have.

“I still think this is all too sketchy,” Mike said uneasily from behind him. “I mean, can we really trust her? We don’t have any way to prove that she _isn’t_ someone made up by this Garrett to trick us. We could be walking into another trap.”

“If you can’t trust her, or Fitz,” May said firmly, “then trust me. She knew our code word. That’s not something we ever told anyone else.”

Skye turned to flash May a predatory smile. “I haven’t forgotten about that, by the way. We’re gonna have story time when we get out of here.”

May said nothing, just gave Skye her customary flat stare. She didn’t look fazed. Behind her, Mike shook his head.

“Garrett could have absorbed all of her memories, or something,” he muttered.

“That’s possible,” May replied, “but I doubt it.”

They came to another stop at the end of the corridor, facing the last remaining door. Fitz squinted at the display on his tablet, manipulating the readout to see what Happy was feeding back to him from another angle. “Finally!” he said, relieved. “This is a staircase. We can go down a level now.”

Skye examined the door closely. “No keypad connected to this one, and--” She twisted the handle; it turned easily in her grip. She gasped in exaggerated excitement. “Look! Not locked!”

“Now that’s what I’m talking about,” Trip said, grinning, and reached over her shoulder to push the door open.

They carefully made their way into the stairwell, one at a time, guns at the ready. Happy buzzed by overhead before going straight down the center to wait by the door at the bottom. Skye reached it first; she gave a short fist pump of victory when that door, too, was unlocked. She opened it just far enough for her to stick her head and flashlight through, then pushed it open wider once she assessed that the coast was clear.

As he came down the last set of stairs, Fitz looked up, shining the beam of his flashlight to illuminate the exposed ductwork and piping up near the ceiling. He snorted softly. “You know,” he said, “I’m a little insulted that no one else has had the joy of crawling through the ventilation.”

“Liar,” Skye shot back, ducking to avoid Happy as Fitz sent it off down the hall to scan for traces of explosives. “You’re _really_ glad we weren’t there to see you.”

“No, I’m completely serious.” He finished zipping up his backpack after depositing his flashlight inside, then turned his attention back to his tablet. “Trip or Mike wouldn’t be able to fit in, but you or May could, and you’d be a damn sight better than--”

This time, when the attack came, there was no warning. Fitz’s vision blacked out as his stomach roiled, and the now-familiar loud rushing noise filled his ears, leaving him defenseless against the tide of blurry shapes and flashes of light that assaulted his mind’s eye. He gasped, trying to get a handle on himself so he could push back, fight, do anything--but it was all too much.

Scenes began to filter themselves out of the fog rolling thick through his mind, and Fitz found himself dropped into them one by one in quick succession, with barely enough time to try and get his bearings. There he was in Scotland, always pushed away and laughed at by other children his age. Then he was at the Academy, eager to prove himself but quickly learning that even amongst the intellectual elite, no one liked a know-it-all. SciOps wasn’t much better; he’d told Jemma that he’d always ended up working alone, and now he was being reminded of that again, forced to watch his younger self hunched over his bench in a corner of the lab, tinkering away at his latest project, by himself.

Just when he felt his chest start to tighten with the sadness he tried so hard to never let himself acknowledge, Fitz felt himself get yanked away from SciOps and thrown onto the Bus, and then the Playground. He saw himself interacting with various members of the team, from work discussions to downtime in the common room to missions in the field. In them, he saw every single time he’d lost them in conversation, for one reason or another. Even as he watched the light in their eyes dim before him, he knew that what he was seeing was patently ridiculous; his teammates were his friends and he was as close to them as he’d ever been to anyone besides his mum--Skye, Bobbi, and Hunter especially. He knew they cared about him. But Garrett seemed determined to make him forget all of that, instead showing him the worst parts of his life, all the ways he managed to never quite fit in.

Then, suddenly, he was in a restaurant, watching himself sitting alone at a table and staring dejectedly down at his plate as someone walked away. His breath stalled in his throat. He knew exactly what he was looking at--the last date he’d ever been on, a couple of years previously, late into his tenure at SciOps. She was an engineer from the lab across the hall from his, and she’d been the one to ask him out. He’d gone on a few dates over the years, and, even though none of them had ever amounted to much in the end, he’d been cautiously optimistic about this one. However, his nerves had gotten the best of him, and he’d barely spoken at all over dinner. She’d excused herself before the waiter came with the check, leaving him alone and unexpectedly miserable.

With a start, he realized that she was the source of the derisive laughter he’d heard repeatedly during Garrett’s attacks. It was odd, because she’d never laughed at him like that in real life, her tone dripping disgust, but he instinctively knew that it was her that he’d heard. It only compounded his confusion when he considered that he didn’t know what it was about that particular incident that had hurt him so much. He hadn’t even been that enamored of her; they’d spoken several times and he’d thought she was nice, but that was it. And yet, somehow it had driven home just how lonely he felt. If he couldn’t mesh with a fellow engineer, what hope was there for him? He didn’t _need_ someone, and he actually preferred working alone most of the time, but he couldn’t deny the appeal of having someone to talk to at the end of the day, someone who understood him on a level that went beyond the bounds of friendship. After that failure of a date, Fitz had resigned himself to never knowing what that felt like.

Except now, he’d been given a glimpse of how it could be, through Jemma. It was, perhaps, the cruelest thing he’d been shown here so far, and it wasn’t even anything of Garrett’s creation. It was his own desires betraying him. Now, it looked like Garrett had realized it and was preying on his insecurities, widening the aching gulf of loneliness in his heart, leaving him helpless to fight back.

As if his thoughts had summoned her, Fitz heard Jemma’s voice, far off and distorted by distance. “Fitz! Fitz, you’ve got to wake up.”

“Jemma?” He turned, looking for her in the restaurant he was still trapped in. “Are you here? Where are you?”

“Wake up! You can do this. I believe in you.”

“But--” He stopped himself, shaking his head. Remembering what Jemma had said to him in his first nightmare, he concentrated on his team and all of the good qualities they had, the way they made his life better: May’s wisdom, Skye’s irreverent humor, Trip’s easy-going smiles, Mike’s dependability. He shook his head and blinked his eyes again, and then--

He was back in the corridor, breathing hard as he stared at his team. They were all watching him warily.

“It’s getting worse,” he said breathlessly, swiping the back of one gloved hand across his forehead as his vision swam a little. “Garrett is. We need to find that fail safe and get out of here as soon as possible.”

“Yeah, right, gotcha,” Skye said, nodding her head rapidly, and as one they all turned to run for the far end of the corridor. Fitz raked his eyes over Happy’s scans on his tablet as they went.

“Nothing on this hall,” he reported, making a few taps on the tablet. “Definitely the next floor down, then, like Jemma said.”

They came to a stop at a door which, like so many of the others, had a keypad. Fitz immediately reached for the descrambler in his pocket.

“Hurry, Fitz,” May ordered. “The sooner we get through, the better.”

He fit the descrambler over the keypad and hit the button to put it to work. “I’ve got it; don’t worry. It’ll be just a minute.”

Suddenly, a loud blast cracked through the silence of the corridor. Fitz flinched hard and whirled around to see Skye at the back of their group, swaying unsteadily on her feet, a faint look of surprise on her face. She glanced down at the hole that had been ripped through the front of her vest, then back up at them, before she collapsed.

“Skye!”    

Fitz pushed past May, Trip, and Mike to rush to her side, dropping to his knees next to her. Her hands were fluttering over her chest, her arms shaking, and he grabbed one to steady it as he frantically looked her over. There was blood--so much blood. It was pooling beneath her, soaking her vest, bubbling at the corner of her mouth. “Oh god--Skye--”

“Fitz.” Her voice was faint, but her eyes were wide and afraid, her face ashen. “Fitz…”

He shook his head, squeezing her hand tightly. “No, no no, shh, don’t try to talk. You--you’re going to be fine. Okay? Just fine.” Where the hell was Trip? He was the one with the medical kit; he should have been helping, taking charge and talking Skye through everything.

Skye shook her head in reply and tried to swallow before coughing weakly. Fitz’s stomach turned as more blood leaked from between her lips, but he tried to shove the nausea aside in order to focus. “Fitz,” she said again, and he pressed his free hand to the hole in her vest in order to try and stem the flow of blood. “Fitz.”

He paused in his attempts to stop the bleeding ( _where_ was Trip?) and looked down at her. “What? What is it?”

She coughed again and tried to speak, but her words were so quiet he couldn’t make them out. He leaned over her, panic churning his stomach, turning his head to put his ear close to her mouth. He squeezed her hand again.

“Fitz, why...why didn’t you...you didn’t...why didn’t you open...the door?”

His eyes widened as he registered her words and he sat up quickly, but his protest died on his lips. Skye’s hand had just gone lax in his, her head rolling slightly away from him as the life drained from her face. Denial settled hard and cold in his gut. “Skye--Skye, no--Trip, where are--”

His plea came up short as he looked around to see why his team wasn’t _doing_ anything. They, too, were collapsed on the ground, all of them, sightless eyes staring up at the ceiling, bullet wounds in their heads.

Horror slammed into him, nearly bowling him over, and he cried out a low noise as he looked from them to his hands, covered in Skye’s blood. Above them, the indicator light on the descrambler continued to blink red as it cycled through passcodes in vain.

“Oh god.” The gorge was rising in his throat, threatening to choke him, and he pressed the back of his wrist against his mouth as he staggered to his feet. “Oh _god_.” His entire team was dead due to his own incompetence. He’d failed to get them through the door in time and they’d paid the price. It didn’t matter that there was no rational explanation for where the bullets had come from, or that Bobbi, Hunter, and Mack were amongst the dead even though they were safe back at the Playground--he couldn’t unsee their lifeless bodies, no matter how hard he squeezed his eyes shut, and the coppery smell of the blood on his hands was overwhelming him. His breathing sped up, uneven and harsh, and he stumbled a few steps away, needing to put distance between himself and his failure.

He felt her hands on his arm before he heard her. “Fitz, focus. This isn’t real.”

Fitz swung around to face her, his vision wavering again, and he thought that he’d never been more glad to see someone in his whole life. “Jemma,” he cried hoarsely, “they’re dead. They’re all dead, it’s--it’s all my fault. I didn’t get the door open.”

She stepped closer to him, running her hands up his arms to squeeze his shoulders. “They’re just fine, Fitz. I promise. This isn’t real--you _know_ that.”

He shook his head blindly, his hands held uselessly between them. He wanted to reach out to her, to hold her arms the same way she held him, to let it ground him, but he didn’t want to dirty her with the blood on them. “I thought I got out of it, the nightmare,” he said, feeling the urge to be sick again. “I blinked and I woke up just like I did before, but--if this is still a nightmare--how--I can’t tell what’s real--”

“Oh, Fitz.” Jemma let go of his shoulders to reach up and take his face between her hands, her palms warm and steady against his clammy skin. “Garrett’s getting stronger, but that doesn’t mean you can’t fight him. I believe in you.”

His only response was to shut his eyes again as the nausea swelled, his breathing erratic. “They’re dead. They’re dead. It’s real; it has to be, I--I woke up!”

“If this is real, how can I be here?” Jemma insisted firmly. Her hands dropped away from him then, only for him to feel her grab his hands in hers a second later. He flinched, trying to pull them away, back toward himself, but she held on tight. “Fitz. Fitz, open your eyes. Look. There’s no blood.”

It took him a moment to summon the courage to do it, but when he finally opened his eyes and looked down, Fitz saw that she was right. His hands were unblemished, clean of any trace of Skye’s blood. RIsking a glance behind him, he saw that the bodies of his friends were gone, too. It was just the two of them alone in the corridor.

Exhaling a harsh, shuddering breath, Fitz turned to face Jemma again. She was smiling at him, still gently holding his hands. “See? Not real--just a nightmare.”  

He sagged a little, feeling dizzy with relief, and Jemma let go of his hands to touch his face again--but this time she pulled him toward her, down, far enough for her to be able to press her forehead against his. His mouth dropped slightly at the contact, and his hands automatically curled over her shoulders, gripping them tightly.

“That’s it, Fitz,” she murmured. “Focus on what’s real and you can beat this. Focus on your team.”

But he didn’t want to. He wanted to focus on Jemma, on her proximity and her warmth, her hands on his cheeks and her fingertips playing lightly through the hair behind his ears. Her presence, just her being there, was somehow more immediately reassuring than the thought of his friends. She felt solid beneath the softness of her sweater, made of flesh and blood just the same as he was, and he desperately wanted to buy into the illusion that she was real. He wanted to believe that when he woke up, when he opened his eyes, she would be right there beside him.

Unsurprisingly, it worked. He felt his heart rate begin to slow, his panic begin to subside. His breathing evened out. The only thing that mattered was Jemma and the gentle sweep of her thumbs over his cheekbones. As he let out a measured breath, he felt Jemma nod slightly and lift one of her hands to stroke over his hair. “You’re doing well,” she murmured. “Keep focusing on your team. They need you.”

“I’m not,” Fitz blurted before he could stop himself.

Jemma’s hands stilled. “What do you mean?”

He leaned his cheek into her palm, taking comfort from her touch. “You. I’m focusing on--on you. You’re real, here.”

She pulled away from him, her hands falling to his shoulders, and when Fitz opened his eyes, she was staring back at him in dismayed surprise. Something else lay in her gaze, though--something that looked almost like longing. Feeling his heart surge, he gave her a weak smile, moving to cover her hand where it rested on his shoulder with one of his own. He threaded his fingers through hers and squeezed them tightly. Her eyes widened, and she looked down at their hands, her mouth opening to speak.

Without warning, the entire scene dissolved in front of his eyes, his hand closing over empty air--and he found himself staring straight down the barrel of Skye’s gun.

“ _Skye!_ ”

Fitz instinctively ducked just as Trip collided with her from the side, throwing her aim off. The gun’s shot rang out loud in the empty corridor, and Fitz jumped as a hole was blasted in the wall right behind him.

“Skye, Skye--come on, girl, wake up--”

Trip had wrapped his arms tightly around her, pinning her arms to her sides, and was gently rocking her back and forth as he pleaded with her to wake up. Fitz straightened slowly, eyes wide and his hands held up. The fright of almost being shot had given him another fast jolt of adrenaline, leaving a bad taste in his mouth. Behind them, May and Mike were watching them cautiously, guns held at the ready.

After a few seconds, Skye blinked rapidly and shook her head, as if coming out of a daze. When her eyes focused on Fitz, his hands still raised, she inhaled sharply, then looked down at the gun she still held in her hand. Her face went pale. With a small cry, she dropped both it and her flashlight like they had burned her, then looked back up. “Fitz?” she breathed, eyes wide.

He gave her a shaky smile. As soon as Trip let go of her to retrieve her gun, Skye launched herself at Fitz, throwing her arms around his neck. “I’m sorry, I’m so sorry,” she babbled desperately. “ _So_ sorry.”

Fitz staggered a little beneath the force of her hug, awkwardly winding the arm not clutching his tablet around her and patting her back. “It’s fine, Skye, you’re okay,” he mumbled, hoping she couldn’t feel the hammering of his heart. “No harm done.”

“Shit. _Fitz_. I almost shot you!” Skye cried, pounding a fist against his shoulder before letting him go and standing back. “But I couldn’t--I didn’t know--I, I mean--”

“These attacks are getting worse,” Mike said. “It felt _too_ real this time.”

Skye nodded. “Yeah, exactly.” She reluctantly accepted her gun and flashlight back from Trip, who stayed close by her side. “I couldn’t tell what was real and what wasn’t.”

“What did you see?” May asked. “What did you think you were shooting at?”

Skye frowned, looking down at the floor. “We were at the Hub, when Hydra took over,” she said quietly. “All of us, the whole team. We got ambushed, and...it was bad. There was a huge firefight. Trip, you--you were Hydra. You’d betrayed us.”

Trip let out a strained laugh. “Girl, please. Like I would ever be Hydra.”

“I know, right?” Skye’s smile was just as tense. “But you were. And we were trying to fight our way out, but everyone was going down. You did, May, and so did Coulson, and Bobbi, and--you too, Fitz. It was just me left.” She gave him a stricken look. “I wasn’t aiming at you in the nightmare, I swear. It was some Hydra guy. I--I didn’t even know I was _actually_ aiming my gun.”

“I think we all might have been acting out our nightmares a little,” May said, examining her right fist. Fitz noted that her knuckles were split and bleeding. She must have punched something--the wall, perhaps. Without meaning to, his hand drifted toward his shoulder again, recalling the sense memory of Jemma’s hand beneath his, of how he’d woken up to find himself physically reaching for her.

Trip crossed his arms. “What did you see, Fitz? When I snapped out of it, you were just standing there, moving your hands around.”

Fitz swallowed uncomfortably. The adrenaline rush from facing Skye’s gun still hadn’t fully left him, and it curdled in his gut along with the memory of watching Skye die, seeing all of his friends dead. “Uh--you were dead, all of you,” he muttered, holding his tablet to his chest. “It was my fault.”

Trip nodded, as if it were a matter of course, before turning to May. “And you?”

“Death,” she said flatly.

“Looks like we’ve got a theme going.” Mike looked off down the corridor, toward where Happy hovered, stationary, next to a door. “The sooner we find the fail safe and blow this place, the better. We can’t keep going like this.”

Skye hummed her agreement. “I don’t know how much more of this I can take. I still feel sick to my stomach from--you know.” She gestured at Fitz. “Almost shooting him.”

“Garrett’s trying to wear you down, demoralize you. He wants you to give up hope.”

Fitz’s head shot up. “Jemma?!”

There was no mistaking it--it was her voice he had just heard, loud and clear, as though she was there with them. His heart leapt.

“You can hear me?” she said, surprised. “Actually, physically hear me?”

“Yes!” Fitz cried, but then terror seized him: what if it was just him? What if only he could hear her? He looked nervously at his team, hoping he didn’t look like he was talking to himself. But, amazingly, they were all looking at the same spot--the empty space right next to where he was standing.

“We can hear you, Simmons,” May said, not without a tinge of awe to her voice.

“Oh! Well! That’s--” Jemma sounded a bit flustered. “That’s a pleasant surprise. I thought for sure it would just be Fitz who could hear me. But this does make things easier.”

Fitz felt himself flush slightly. “Spooky,” Skye intoned, but she was smiling. Trip appeared to be interested, too. Mike alone looked discomfited.

“I stand by what I said,” Jemma continued. “Garrett’s trying to break you. He wants you to lose hope, push you away from the fail safe, and make you decide the only option left is to use the memory machine. But you _can’t_. You mustn't let him win. I don’t want any of you going anywhere near the memory machine room. I’m afraid he’ll try to take over and force you into the machine himself, thus giving him a way out.”

“Understood,” May said briskly, having recovered her composure. “We have a set mission to focus on now, anyway. We still need to find that fail safe you told us about.”

Fitz could almost see Jemma nodding in his mind’s eye, a slight smile curving her lips. “I can tell you exactly where to go,” she replied. “You’re one floor up from where you need to be, so the first thing you should do is find the stairs at the opposite end of this hallway.”

“Got it,” Trip said, just as Fitz looked down at his tablet to tap in a few commands. With Jemma showing them the path, they didn’t need Happy anymore. As soon as the drone was within reach, he plucked it from the air, then powered it down and slid both it and his tablet away into his backpack. Now that he had both hands free, he unclipped his flashlight from his belt and switched it on. Then he followed May as she led the way down the hall.

“This is like having the best GPS ever,” Skye said as they walked. “And her accent makes it adorable. I could listen to her talk all day.”

Fitz smiled to himself as he heard what sounded like soft laughter come from just over his shoulder. “I’m glad to help,” Jemma replied. “It’s possible that the length of time you’ve spent here inside the building has allowed you to become more in tune with the telepathic field that covers the base. Unfortunately, that strengthened bond means Garrett can do nastier things to you, _but_ \--it also means I can communicate directly with you, like this.”

“So, should we be expecting you to show up for real soon?” Trip asked. “You know, like a ghost?”

Jemma laughed in earnest, but Fitz thought back to that first glimpse he’d gotten of her, after he’d known who she was. Her reflection in the mirror had looked so real, so lifelike. It had shaken him to his core, and that had been _before_ he’d had the chance to really speak with her. He was almost afraid of how he would react now if he physically saw her in the waking world.

The group came to a stop at the end of the corridor next to the stairwell door, but their attention was diverted by the door set into the wall adjacent from the first. “Holy shit, is this an elevator?” Skye moved closer to inspect it. “Why haven’t we run across one of these yet?”

“Different sections of the building are connected or closed off from one another for the purposes of containment in the event of a lockdown,” Jemma explained. “The elevator can go down from this floor, but it can’t go up.”

Skye jabbed her finger at the call button; surprisingly, the door slid open with a faint rumble of gears. As one, they all moved to peer inside. Even with the aid of their flashlights, the interior of the elevator looked like little more than a death trap waiting to happen.

“Are you sure you want to trust an elevator in this place? After everything we’ve been through?” Mike asked warily.

“I wouldn’t,” Fitz muttered, just as Jemma said, “I don’t recommend it.”

Trip and Skye both turned to look at him, their eyebrows raised in amusement. He shrugged and shifted his weight from one foot to the other. After a long moment of staring hard at them, eyes narrowed, May said, “We aren’t taking the elevator.” She turned and opened the door to the stairwell without further ado.

As soon as they were on the next floor down, Jemma spoke up again. “The fail safe will be the third door on your left,” she said. “Like I said in the lab, the door is locked and requires handprint identification, but I’m already working on getting it open for you.”

“Does the descrambler help at all, or no?” Fitz was already reaching back to pull his backpack around as they hurried down the hall, but he stopped when Jemma hummed a negative. “Okay, fine,” he amended. “I’ll trust the lady with the inside line on everything.”

“Thank you, Dr. Fitz,” Jemma chirped.

Up ahead, Skye twisted around to look back at him, an incredulous, teasing smile on her face. “Yeah, okay, _Dr. Fitz_ , come here and help me get this door open when Jemma unlocks it.” She watched him carefully as he sidled up next to her, trying not to roll his eyes, and her expression was almost wolfish, entirely too reminiscent of the time she’d challenged him and Hunter to a round of shots. It didn’t bode well for his future--Skye loved to rib him--and his only comfort was the fact that he’d out-drank her. Just barely, but it still counted. If she was gearing up to tease him about Jemma, he was ready for it.

At least, that’s what he told himself.

Fortunately, they didn’t have to wait long for the indicator light on the keypad to turn green, the lock clicking as it disengaged. Skye turned the handle as Fitz leaned his weight against the door, pushing it open, and then they were inside. The beams of their flashlights illuminated stacks upon stacks of heavy explosives, alongside other various types of incendiary devices and weapons. Trip let out a low whistle. “Hello, gorgeous,” he murmured.

“The door isn’t connected to the automated security system,” Jemma said as they fanned out, taking stock of what lay before them. “So it won’t close on you. As long as you keep the door open, you should be fine.”

“Copy that,” May said, moving to set her gun down on a table pushed against the wall. “Fitz, do you see the timer?”

“Yeah.” Fitz said it slowly, his focus on a box connected to a tangle of wires that spread out and dispersed into the pile of explosives in front of him. “It’s connected to the detonator. Pretty standard. I’m not an explosives expert, but this is probably Semtex, or something like it. It packs a good punch.”

May watched as he lightly touched the corner of the box with one finger. “Do you think it’s something you can work with?” she asked.

Fitz nodded. “Oh, absolutely. But what I can’t guarantee is that this will even go off, assuming this is the real fail safe and not the dummy. You have to take possible decay into account, because the base hasn’t been maintained in such a long time, and I don’t think Semtex has all that long a shelf life.”

Trip had come to stand beside him, angling his flashlight to help Fitz see the timer better. “Is there any way to tell whether or not this is the real deal?”

“Ah...not sure.” Fitz set his backpack down as his gaze roamed over the stack. “But--” His eyes lit up as he sighted a line of bundled wires leading away from it. “This might be a pretty good indicator.” He walked across the room toward it, Trip following, and together they panned the beams of their flashlights over to where the wires split. Some of them went down into the floor, while the rest crawled up the wall to disappear into the ceiling. “I think we’ve found it. These wires might thread all the way through the base. The whole building might be rigged this way.”

As both he and Trip kneeled down to get a better look at the wires, Fitz heard a soft, pleased hum come from behind them. Frowning, he glanced over his shoulder back toward Skye, but before he could say anything, Jemma’s voice blurted, “Sorry! Sorry.”

Turning back to Trip, the other man gave him a stymied look and shrugged. Fitz looked up again, confused by her apology. “Jemma?” he asked.

“Sorry!” Jemma repeated, and Skye snorted loudly. When Fitz looked over at her, she was trying to stifle a laugh with one hand.

“It’s a nice view, isn’t it?” she said, eyeing both him and Trip, grinning widely. “Probably not the best time for it, though.”

“Oh, no, that’s not what I--I mean, it _is_ , but I--” Jemma sounded flustered again. “Oh, bother. You’re quite right, Skye. For a moment, I forgot you could hear me. I’m sorry, I should focus.”

Fitz looked warily at Trip. He was smiling now, too, and it occurred to him that Jemma had only hummed when they’d kneeled down. Realization dawned, and he grimaced against the flush that was blooming across his cheeks. “Jemma--you--are you--?”

Trip laughed. “Girl’s checking you out, man.”

“Me--what-- _no_.” He turned back to the wires, shaking his head. “That’s rubbish. You’re--anyway, hush, all of you, I need to concentrate.”

Fitz ignored both Skye and Trip’s amused laughter, trying to hide the mass of conflicting emotions that rolled over him as he focused on the wires again. But he couldn’t stop himself from recalling the way Jemma had blatantly flirted with him in his dream, clearly having found something in him to appreciate, and considered that it really was very likely his bum she’d just been admiring. While the thought thrilled him in a way--he wouldn’t deny that it was a definite fluff to his ego--it mostly only served to worsen the ache that had been building in his heart. Was Jemma so glib and carefree with her attention because it was the first opportunity she’d had in nearly twenty years? Didn’t she know that the tiny tastes of understanding she’d been giving him were quietly tearing him apart?  

Just when he was starting to question Jemma’s sudden retreat back into silence, he heard her again, a mere whisper right next to his ear. “She was right, you know. It _is_ a nice view.”

Fitz’s heart dropped, and he bit his lip hard, standing up so fast his head spun.

“Whoa, man, you okay?” Trip asked, rising to steady him by the elbow.

“Yeah.” He swept the back of his free hand across his eyes, shaking his head slightly. “Just a little--ah, a bit dizzy.” Then, suddenly, his face split in a wide yawn. He waved it away. “Christ, sorry.”

Across the room, Skye echoed his yawn. “Ugh--Fitz--look, you made me do it too.”

May was watching them both. “Skye, what time is it?” she asked.

Still bleary-eyed, Skye consulted her wrist unit. “Uh, almost two-thirty in the afternoon.”

May nodded briskly. “So, we’ve been here for nearly twenty hours, awake for longer than that. Jemma, how safe are we in this room?”

“About as safe as you can be.” Her voice still came from the empty air right next to Fitz, but now she sounded businesslike instead of suggestive. “Neither Garrett nor I are connected to any of the wiring in this room, and again, as long as you keep the door open, you should be safe. I can’t keep him from attacking you with more nightmares, but there’s nothing he can physically do to you here.”

“Good.” May nodded again. “Team, we’re going to stay here and sleep in shifts. Fitz and Mike, you’re up first.”

Fitz shook his head in irritation, moving to stride across the room back to the timer box. “No, no, I’m fine, May, I’ve got this--”

She stopped him with a firm hand on his arm. “Fitz, I’ve seen missions go south because of agents who’ve been pushed past their physical limits. If you’re going to be working with explosives, we need you at one hundred percent. That wasn’t a suggestion; that was an order.”

He held her gaze for a moment, but there was no arguing with May. He relented, his shoulders sagging slightly. “Fine. I’ll just...I’ll kip up against the wall here.” He turned to where Mike was already lowering himself to sit against the wall by the door, and went to join him. He stretched his legs out in front of him, crossing them at the ankle, and folded his arms before tipping his head back against the wall. Slowly, he let his eyes slip shut.

It was only once he let himself be still for a moment that Fitz realized just how exhausted he really was. His limbs felt like lead weights dragging him down, his awareness going fuzzy at the edges. As he started to drift off, he heard Skye’s voice, quiet and entirely too casual.

“So...you said we didn’t have time earlier, but we’ve got plenty of it now. Tell me about manscaping.”

There was no answer. After a moment, Fitz cracked an eye open just in time to see May look away from Skye with one of her trademark flat stares firmly in place. They were sitting side-by-side against the wall adjacent to him; he could hear Trip’s boots scuffing against the floor but couldn’t see him.

“Please?” Skye wheedled, still keeping her voice down. “Because I know what _my_ definition of manscaping is, and I need to know if it lines up with yours. I need to know why the topic of manscaping ever came up with you to begin with.”

More silence.

“Look, all I’m saying is that it sounds like there’s a _really_ funny story behind it, and sharing is caring.”

Finally, May responded. “You’re right. It _is_ a funny story. But you’re not going to hear it.”

“ _Dammit._ Jemma, help me out here.”

“Oh, no. May and I swore an oath.” Jemma’s voice was cheerful. “My lips are sealed.”

Skye groaned. “Oh my god, this is unbelievable. My _one_ chance to get dirt on May, and you won’t help me.”

Jemma laughed softly. “We’ve got so many things on each other, don’t we, May?”

“We do.” May still sounded as composed as ever. “But manscaping is going to the grave.”

“Too right.”

Skye sighed. “You guys are killing me.”

Their conversation faded into the background as Fitz dozed off, and the easy banter of it put a faint smile on his face. Skye and May were talking as though Jemma was actually there with them, and he couldn’t help but imagine them sitting together, all three of them, quietly trading stories of their missions with S.H.I.E.L.D. Not for the first time, he had the feeling that Jemma would fit in well amongst his team, and it was the last thing he thought about before sleep finally claimed him.


	6. Chapter 6

**Notes for the Chapter:**

> Music aesthetic - [Thomas Newman - Ghosts (Road to Perdition)](https://www.youtube.com/watch?v=RZLMaLXEdxY) (what an apt title)
> 
> Please be advised that this is the chapter that earns the E rating. If explicit material is not your thing, you can safely read the first half of the chapter before bailing and picking back up when chapter 7 is posted on Saturday.

As he’d settled down to sleep, Fitz had hoped that he would get to see Jemma again in his dreams, that they would have another chance to talk. When he opened his eyes, he found himself inside a darkened room that looked much like the labs he’d seen inside the base they were trapped in. He felt a little disoriented, wondering if perhaps he was in another nightmare, but then he saw her.

Jemma sat with her back to him at a long row of computers built into the wall, fingers flying over the keyboard. Joy rushed through him at the sight of her, and without meaning to, he smiled. “Jemma,” he called out happily, taking a step forward.

But she kept typing without acknowledging him, fully focused on the computer in front of her.

“Jemma?” he tried again.

Still, she continued to work without hearing him.

A sliver of worry threaded its way through his chest. Not understanding what was happening, Fitz took a closer look around the room in the hope that it would give him answers.

The computer bank where Jemma sat spanned one entire wall of the room, built-in monitors and switches stretching up almost to the ceiling. Another two-way window took up the wall adjacent to her. Most curious of all, however, was what lay directly across the room from the window. There were two pods--Fitz didn’t know what else to call them--built into the floor, each just big enough to fit a person inside, and both were connected to a central hub that looked far more complicated and advanced than anything Fitz had ever seen. One of the pods was closed, but the other, the one closest to Jemma, was open. It was empty.

Fitz stared first at the pods, then at Jemma, his mind whirring as he tried to process what he was seeing. Just when he’d decided to try calling out to her again, she stopped typing. She sighed loudly and abruptly pushed away from the computer terminal, the wheels of her chair squeaking. Then she turned to stand and cross over to the open pod, and Fitz’s stomach dropped.

From behind, she’d looked the same as she had in all of their encounters so far: hair left down, a blue jumper over a white collared blouse, and jeans. Now that she’d turned to face him, he saw a terrible difference. She looked tired, haggard, her hair a wild mess. Her clothes were rumpled too, snagged and torn in a few spots, and there was a gash on her forehead, near her hairline. It was small and the blood had long since clotted, but Fitz could tell that it might be bad enough to leave a scar. Jemma paused to tuck her hair behind one ear, closing her eyes briefly. But before she could kneel down in front of the open pod, heavy footsteps approached, and she looked up, past him, to something over his shoulder. Fitz turned just in time to see a tall man with dark hair and a chiseled face walk into the room.

“I think I’ve managed to knock out some of the security systems,” he said, breathless like he’d just run a mile. “Most of the doors should be unlocked now. We’ve got a good chance of getting out of here.”

He didn’t seem to be in much better shape than Jemma. He had a split lip, and there was heavy bruising along the right side of his face. He, too, was in civilian clothing, but he held a gun tightly in one hand.

_Ward._ It was Ward, Jemma’s teammate. It had to be. Fitz looked between the two of them, then the pods, and his eyes widened as the realization hit him square in the chest: he was watching Jemma’s death.

A vague sense of panic crept up on him. He had no way of knowing if this was something Jemma had chosen to show him, or if it was Garrett feeding him more pain. For a second, he considered shutting his eyes and blocking out what he was seeing in an attempt to wake up, but something--morbid curiosity, perhaps--compelled him to take a step back and watch the events in front of him unfold.

At Ward’s statement, Jemma sighed again in frustration, raising a hand to press her knuckles against her forehead. “I don’t think we do,” she said. “You know everything here has been turning on and shutting off at the will of whatever it is that’s in control. What if it just _wants_ you to think you’ve shut off security?”

Ward shook his head. “I think a handful of wires ripped out of a control box might work in our favor.”

Jemma frowned, unconvinced. “You know we’ve traced everything that’s happening to here, this room, to--to--” She gestured at the closed pod. “To whatever happened to that man inside that machine. We need to shut it down before it can do more damage, or hurt anyone else. This is our only chance. Even if we _do_ manage to escape, who knows if we’ll be able to get this far in when we come back with a proper team?”

“If we come back, we can just bomb this place to hell. We wouldn’t even _need_ to get back inside.”

“You’re still assuming we can make it out of here alive as it is. If those guns we saw outside are live now, they’ll shoot us before we can even get off the ground.”

Ward shifted his weight from one foot to the other, restless and irritated. “I can get them offline, too. I know we don’t have any backup or support, but I trust my own skills. I can get us out of here. Simmons, this is serious. It’s _Hydra_.”

She rolled her eyes as she looked away. “I _know_ that--”

“--So it’s critical that we get this information to S.H.I.E.L.D. _now_. We have to get back to the quinjet and get the radio working.” When Jemma said nothing, Ward’s face hardened. “Don’t make me pull rank on you, Simmons.”

Her head shot up, eyes blazing. “Don’t you dare.”

Ward was resolute. “Levels didn’t matter when this was just a recon mission, but that’s changed now. If we can’t agree, then one of us has to have seniority.”

“I’ve been an agent longer than you have--”

“But you’re a level five while I’m a level seven,” Ward countered. “That means we’re going to do things my way.”

Jemma was silent for a long moment, her hands twisting into fists at her sides, clearly at war with herself. Then her jaw set. “No. I won’t. If we leave now, we’ll die.”

Ward’s face clouded over. “And what makes you think you won’t die if you put yourself into that thing?” He gestured angrily at the open pod. “We don’t even really know what it does!”

“That’s what you’re for!” she cried. “We’ll settle on some type of signal for me to give, and once I’ve shut down the homicidal computer system, you’ll unhook me and pull me back out!”

“It’s too risky.” Ward shook his head. “Look...you can either come with me, or stay. But I’m taking my chances and getting the hell out of here.”

Jemma deflated then, her posture sagging as her expression turned pleading. “Please, don’t leave. I--I can’t shake the feeling that the system’s fooling you into what you want to believe. Leaving is just as risky as using this thing. Please...Grant. I can’t go into the machine alone.”

Ward’s face softened at what Fitz assumed was his given name, desperation driving Jemma to use it as a final entreaty. But then he blinked and sucked in a breath. “I’m sorry, Simmons,” he said quietly. He turned and left the room, his footsteps echoing away down the hall.

Fitz continued to face the empty doorway for a moment, his mind racing, before he turned back to Jemma. She looked small suddenly, standing alone in the center of the room, visibly upset but trying to mask it. She sniffled, squeezing her eyes shut, and he wanted nothing more than to be able to pull her into his arms, to do anything he could to comfort her. But he was impotent here, a ghost in a memory, so he could only stand and watch as Jemma composed herself and turned back to the open pod.

Before she could do anything, several of the monitors on the wall behind her lit up, showing what appeared to be the view of several security cameras dotted throughout the base. Jemma gasped and spun to face them, then took a cautious step forward to get a better view. Onscreen, Ward appeared at one end of a corridor, moving quickly, his gun held up and ready. The different monitors cycled through multiple camera views, steadily tracking his progress through the base. Jemma watched with rapt attention, her hands moving to hook around the back of her neck. Ward seemed to be true to his word--he navigated through previously locked doors with ease, all the way up to the main entrance of the base. As he exited the building, Jemma took another step forward, her eyes wide. He was almost free.

Just as Ward cleared the side of one of the outer buildings, his shoulder jerked unnaturally, throwing his arm back, and he fell to the ground. It took him a moment to push back up to his feet, clearly struggling, but before he could take another step, his entire body jerked, several times in quick succession. He collapsed again, facedown into the snow. This time, he didn’t move.

There was no audio to accompany the security camera feed, but what had happened was obvious. Garrett had let Ward get far enough to think that he had won, that he’d escaped, and then he’d had the base perimeter defense shoot him to death--and he’d made Jemma watch. He had sent her a very clear message: she was stranded, without friends, without defenses, without anything to help her survive. Without hope. She could either die the same way Ward had, or she could take her chances with the memory machine.

Jemma turned away from the monitors, still showing Ward’s motionless body, and brushed away the tears that had fallen down her cheeks. Fitz’s chest ached at the devastation written across her face, at how utterly defeated she looked. Taking a deep breath, she turned back to the computer and typed in a few commands. Then she walked slowly toward the open pod, her hands anxiously curling into fists again, and looked down into it.

For several moments she just stood there, staring. Fitz could only imagine what must have been running through her head. She knew that without anyone there to pull her out of the machine, it was a one-way trip. She knew that if she stepped into the pod, she would die--but maybe, just maybe, she could take Garrett down with her. It was worth a shot. As a S.H.I.E.L.D. agent, her job was to protect and serve. If this was the only way she could see to eliminate Garrett, to keep him from luring anyone else into his trap, she had to do it.

He saw the change come over Jemma’s face as she found her resolve, closing her eyes and nodding to herself. Blinking her eyes back open, she stepped carefully into the pod, turned around, and gingerly lowered herself down to sit. Then she reached behind her to start pulling up wires and cables from the top of the pod, sticking diodes and monitors to various spots around her forehead and temples. When she was done, she sat still for a moment, clearly shoring up her courage. Finally, she leaned back to lie flat inside the pod, reaching out to hit a button along the side just below the lid. She quickly pulled her arm back in as the pod door began to automatically shut. It sealed with a hiss, and then the world around him went black.

Fitz felt the telltale tugging sensation in his gut as he was pulled away from the memory; he didn’t bother trying to fight it. When the world snapped back into focus, he was in a small, cramped room that looked very much like it belonged to one of the cadet dorms at the Academy, lit only by the warm glow of a single lamp. Jemma sat on the edge of the bed, her shoulders hunched and her hands pressed between her knees. He wondered if he was watching another memory, but when she looked up at his arrival, her face unbearably sad, he knew he was present there with her.

The problem was, he had no idea what to say. He felt strung out along a gamut of emotions, unsure of which to focus on. Having just watched her give up her own life, he felt like anything he could possibly say on the matter would be pithy, ridiculous, and not nearly enough to convey how he felt about it. His heart broke when he thought of how upset she’d looked at being left alone, and that fed into anger--anger that Ward had abandoned her, but even that was complicated. He couldn’t decide if he hated Ward or felt sorry for him, because of the way he’d died. He suspected the truth probably lay somewhere in the middle.

Finally, he swallowed, shaking his head. “He’s...he’s on the Wall of Valor.”

“What?” Jemma’s voice was quiet, subdued.

“The Wall of Valor. You know, at the Academy.” He looked up at her. “Your names are there, both of you. I went to look after I dug up your file while I was there. It’s...it’s for _heroes_ , S.H.I.E.L.D.’s best, and his name is there and he--he left you.”

Jemma gave a tiny shrug before looking down at her lap. “He did what he thought was best.”

“What was best…” Fitz’s voice dripped with scorn. “What was _best_ would have been not leaving you alone by your bloody self in a psychotic building and--and getting himself killed! He should have listened to you, Jemma. He should have worked something out.”

She raised her eyebrows at his outburst, but still didn’t look up to meet his eyes. “If you recall, I wasn’t exactly willing to stand down from my position, either,” she said. “I could be very stubborn, sometimes.”

Fitz huffed. “He could have at least stayed long enough to pull you from the memory machine.”

“And provide Garrett with the perfect exit strategy? No, I don’t think so.” Jemma’s voice was wry above the undercurrent of sadness still present. “I suppose it’s just as well that Ward left me. I’ve thought it over so many times since then, and I really don’t see a way where either or both of us could have made it out alive, not without bringing Garrett with us. So it’s really for the best that we both died.” She finally looked up at him then, the smallest of smiles gracing her lips. “But _you_ \--you have a chance.”

He felt that ache in his chest again, the knowledge that this was the most he would ever have with her, that her time was running out. “Jemma…”

She tried smiling again, but it was still strained. “I...I just wanted someone to know the truth, before it was too late. I’m not proud that I made you watch that. But it was the easiest way to do it, to show you.”

Fitz frowned. “Are you, ah...will you show May?”

“No.” Jemma shook her head. “I’m afraid I’ve already caused her enough pain just by being here. I don’t want to add any more. But...maybe you could tell her. I--I’d appreciate that, actually.”

“Yeah, of course,” Fitz said in a rush, anxious to do anything that might reassure her or lift her spirits. “Anything.” Taking a halting step forward, he hesitantly came around to sit down next to her on the bed, careful not to jostle her. He wasn’t sure if she would welcome him being that close, but when she shifted slightly to angle herself toward him, he relaxed a bit. It did little to quiet the storm raging inside his heart, however.

He was becoming aware of just how much he would have given up for Jemma, how much he _would_ give up, and how much he wanted to fight for her. He knew it wasn’t logical at all, that rational people didn’t form such intense attachments with so little to go on, and with no hope of a future, but he had never felt more sure of anything in his life. Meeting Jemma had been fate. He just didn’t know how she felt about it. He knew she cared; she’d made that much clear, but what would she think of a lonely engineer who was foolish enough to fall in love with her ghost?

“Jemma,” he said, “I--”

Words failed him. He’d never been brave, especially when it came to matters of the heart, and this would be the most he’d laid bare of himself, ever. But then Jemma reached out to pull one of his hands into her lap, running her thumbs over his knuckles. “What is it, Fitz?” she murmured.

He swallowed hard before looking up at her. She was watching him intently, the light of her lamp picking out stray strands of her hair and turning them to spun gold. He lifted a hand to carefully brush her hair away from her face, his fingertips curling over the shell of her ear, then lingering so that his gloved palm settled against her cheek.  

“I wouldn’t have left you,” he said quietly, with conviction. “I...we would have worked a way out, together.”

Jemma’s eyes fluttered shut as she turned her face to nuzzle into his hand, seeking out more of his touch. His breath stalled at the intimacy of it, and he dared to stroke his thumb over her cheekbone. She sighed softly, and when she opened her eyes to look at him again, the depth of emotion in them made his stomach clench. “I know,” she whispered.

“I wouldn’t have left,” he repeated. It was the most he felt he could say, the only way he could convey how much she meant to him without actually saying the words themselves.

Jemma smiled slightly, and nodded against his hand. “I _know_.”

It was the trust and care implicit in her eyes that gave Fitz the courage he needed. Giving her a fleeting smile in return, he swept his thumb over her cheek again and leaned in, hesitating only slightly before pressing his lips to hers in a soft kiss.

He kept it light, careful, just long enough to feel the warmth and the softness of her mouth beneath his and the tingles that zipped through him at the contact, before he pulled away. He didn’t go far--still close enough to rest his forehead against hers, certain she could hear the pounding of his heart. When he opened his eyes, Jemma was staring wide-eyed back at him. For a moment, neither of them spoke. She seemed frozen. It spun out long enough that Fitz felt his heart drop, certain he had crossed a line that Jemma hadn’t wanted. Just as he let go of her and started to move away, however, she reached up with both hands to pull him back, kissing him again.

And she didn’t let go. Jemma kissed him over and over again: tentative and searching at first, but gradually melting into something firmer, more sure, almost hungry. Fitz responded in kind, relieved and all too eager to let himself get lost in the slide of their lips together, seeking and parting, coming back for more, heat banking between them as their kisses grew more and more intense.

_This_ was what he’d wanted since that moment at the holotable. _This_ was what he’d longed to do ever since he’d realized that she was different in the same way that he was, that they were both lonely souls who just wanted a place to belong. He’d wanted to know what it would feel like to kiss her, to see if their bond could extend to something more physically tangible. The reality of their situation didn’t bother him so much, not when Jemma felt so _alive_. The heat of her mouth, the press of her hands, their breath mingling--it was enough to make him forget, if only for a little while.

Jemma made a quiet noise in her throat as she tilted her head to deepen the kiss, her hands pulling possessively at his vest and the collar of his jacket, tugging him closer. A moment later, Fitz groaned as she sucked hard on his lower lip, teasing him with a brush of her tongue. Wanting more control, he reached up to cup the back of her head, but felt a flash of irritation when his glove snagged on her hair. That wouldn’t do. They needed to go.

He fumbled blindly to pull them off without breaking their kiss, tossing them to the floor. Jemma’s breath hitched when he slid his bare palms over her cheeks, burying his fingers in her hair. Then she whimpered softly when she realized she couldn’t pull him any closer: their knees were already jammed together, crowding in on each other. Digging her fingers into his shoulders, she threw a leg over his lap, shifting to straddle him, and Fitz felt a bolt of heat shoot straight to his gut as she angled his face up for more kisses. They had quickly reached fever pitch, messy and passionate; his arms wrapped around her to pull her flush against him, as close as they could be, but it still wasn’t enough. It was only when he heard the rip of Velcro, though, that Fitz fully realized where they were fast headed--Jemma was trying to pull his tactical vest off.

He reluctantly drew away, leaning back a little and struggling to catch his breath. “Jemma…”

She’d tried to follow him as he sat back, wanting to kiss him again, but when he spoke, Jemma stopped. Her hands stilled on his shoulders. When their eyes met, her confidence had fallen away, leaving her looking vulnerable and hesitant. “Fitz?” she asked uncertainly. “Do...do you not want…”

Fitz knew exactly what she was asking. He stared up at her, her cheeks flushed and her lips pink and swollen from his attention, her eyes wide and dark with desire, and he was hit by a wave of longing so strong it made his heart ache. He’d never wanted anything more in his life. His experience with sex and relationships was limited, but he’d never felt this way about anyone before. Never had he felt such an urge, such a need to know someone completely and wholly before they were gone from his life forever. He was acutely aware that this--them, together, here and now--was the most he would ever have with Jemma. He didn’t want to waste it.

He took her face in his hands, trying to smooth away the worry in her expression as he leaned up to push their foreheads together, his nose sliding alongside hers. “God, Jemma,” he breathed, his lips brushing over her own, “I--I want--”

“I know, Fitz, I know,” she whispered, peppering his face with breathless kisses, and somehow he knew that she _did_ know now--that he wanted all of her, mind and heart and body and soul, that he wanted to be with her in every way possible. And he knew that she wanted the same from him.

This time, when their mouths met, the kiss was dizzying in its intensity. Fitz didn’t want to leave Jemma with any doubts. When he ran his hands down to grab onto her hips, pulling her against where he was already starting to grow hard, she moaned into his mouth. A tingling thrill zipped down his spine, spurring him to grind up against her as best he could. Jemma moaned again, rolling her hips down into his, and suddenly she was scrabbling back at the tabs on his vest.

He let go of her to pull at the side tabs while she got the ones on his shoulders undone, and together they lifted the vest over his head. Jemma let it drop to the floor behind her, then leaned in for another kiss as her hands went to quickly unzip his jacket and push it over his shoulders. It seemed like she couldn’t get him undressed fast enough; he hadn’t even finished getting his arms out of his jacket sleeves before she reached down, without breaking their kiss, to pull his thermal shirt out from where it was tucked into his pants. Her impatience had heat flooding his veins, but at this rate, she was going to have him fully stripped before she’d shed a thing.

As she tried to pull his shirt up, Fitz nipped at her bottom lip, smiling when she gasped and soothing the sting with his tongue. He didn’t lift his arms up to let her remove his shirt, though; instead, he grasped the hem of her jumper and tugged at it. Jemma let go of him to yank it off herself, giving him a breathless smile as she let it join the growing pile of clothes on the floor. Fitz couldn’t help but grin back, completely enamoured of the way her hair had gone askew. He leaned in to kiss her again, wanting to start on the buttons of her shirt, but her hands came up to cover his, stopping him.

“Let me,” she whispered.

She climbed backward off his lap. Fitz made a noise of disappointment at the loss of contact, but then his eyes were arrested by the sight of Jemma standing before him. She bit her lip with a gleam in her eye as she started to undo the buttons of her blouse, slowly, one by one. He stared avidly at the play of light and shadow across her as she undressed, at the strip of pale skin being bared to him, as she shrugged the blouse off and let it flutter to the ground when she was finished. He felt his breath catch at the sparse scattering of dark freckles across her chest, a constellation just begging to be traced and mapped out.

It was only when Jemma went to undo the button on her jeans that Fitz realized-- _shite_ \--that he was still very, very dressed, that she’d surpassed him in that regard while he was distracted. It was his tactical gear, too, so it was guaranteed to be doubly frustrating to get out of with any sort of grace. He hurriedly pulled his shirt off before fumbling at the laces of his boots, darting glances up at Jemma as he went. But his heart was racing and his hands felt clumsy, and he couldn’t keep himself from letting out an aggravated huff as the laces kept tangling around his fingers.

When the last boot finally clunked to the floor along with his socks, Fitz looked up to see Jemma watching him in nothing but a plain cotton bra and knickers. Her smiled equal parts shy and wanting, she held out her hands to him. “Come here,” she murmured.

He let her pull him to his feet; once he was standing, Jemma let go in order to tug him closer by his belt loops. They collided rather inelegantly, but all was forgotten as she drew him into a kiss, her hands working at his belt and pants. Fitz bit back a groan as she lowered the zipper, her knuckles brushing against where he was now fully hard and straining against his boxer briefs, and he couldn’t keep his hands from tightening over her shoulders as she pushed his pants down his hips, her palms sliding over the curve of his arse.

“Much better,” Jemma said, pleased, as he kicked his pants off and away. She ran her hands up his chest, fingers splayed wide; when she looked up at him, desire was still written clearly in her eyes, but there was also a degree of fondness and affection there that Fitz found astounding. It was another look he’d never had directed at him before, and he thought he could easily become addicted.

He raised an eyebrow at her. “Yeah?”

She slid her hands up to his shoulders. “Yeah.”

And then she stretched up onto her toes to kiss him deeply, long and slow, her arms wrapping around his neck as she pressed her body flush against his. Fitz moaned as his arms circled her waist, all of his nerves lighting up and sparking at the skin-to-skin contact. They stood that way for a long moment, relishing the feel of their skin and the slide of their tongues together, before Jemma nudged him toward the bed.

He went willingly, walking them backward until the back of his knees hit the mattress; light pressure from Jemma’s hands on his shoulders directed him to sit down. She dropped back into his lap, straddling him again, this time with far fewer layers between them, and he greedily pulled her closer. His mouth immediately went to her neck, and she sighed as he kissed and nipped his way down it, from just behind her ear to her pulse point.

Time seemed to stop as their hands roamed, hearts beating in unison, learning the best ways to fit their mouths together, how to make each other sigh and moan and shiver. Fitz wanted to take his time, so he could discover every inch of Jemma’s skin, map out her body and commit it all to memory. But he knew that time was at a premium here, and there were no guarantees as to how long he could stay. He wanted more, _needed_ more before he was pulled away from her for the last time. So he closed his eyes, his breath hitching as Jemma tugged at his earlobe with her teeth, and reached up behind her to undo the clasp of her bra.

She hummed her approval as the straps went loose, and pressed a fast kiss to his cheek before leaning back just enough to pull it off, sending it to join the rest of their clothes on the floor. Fitz caught a flash of her expression--just a hint of that vulnerable shyness again--but he was too busy taking in the sight of her bare breasts, staring at them in awe. Jemma was, without a doubt, the most incredible thing he’d ever seen.

“You’re beautiful,” he breathed, leaning forward to dust a line of light kisses along her collarbone as he wrapped his arms around her waist, snugging her even closer. “Bloody perfect.”

Jemma exhaled on a shaky laugh. “ _You’re_ beautiful,” she countered, smoothing her hands over his shoulders, down his arms to his elbows, and back up again. “This is...you...I can-- _oh!_ ”

She gasped as Fitz brushed his lips over her nipple. A second later she gasped again as he licked a circle around it, then outright moaned when he took her breast into his mouth, sucking hard enough to leave a mark.

“ _Fitz_ \--” One of her arms wrapped tightly around his shoulders while her other hand threaded into his hair, holding him to her. Hearing her say his name like that, high and breathy, soaked in desire, stoked the fire rapidly building inside him. It only got worse when Jemma started to roll her hips down into his again in a slow, torturous grind. A groan stuttered out of his throat as he felt the heat of her, even through their underwear, and he momentarily lost his focus; he grabbed her hips to better control her movement, digging his thumbs into the seam of her thighs.

“Fitz--oh, Fitz--Fitz, _please_ \--”

Drunk off pleasure and the sound of her cries, it took Fitz a moment to marshal his wits enough to respond. He let go of her breast to stretch up and claim her mouth in a hard, heated kiss, before shifting to get an arm underneath her arse so he could maneuver her onto the bed. Jemma immediately scooted backward on the mattress, and as soon as she reached the pillow, she bent to slip her knickers down her legs. Feeling another flash of heat at seeing her completely bare to him, Fitz quickly shucked off his boxer briefs before he had time to second-guess himself. If he were with anyone else, he would have felt a touch of insecurity, but because of the bond they’d formed and the trust and desire written so clearly across her face, he felt completely safe.

Jemma’s eyes tracked his movement as he climbed up over her on his hands and knees, pressing kisses to her skin as he went. When he reached her face, he indulged in the simple joy of kissing her, gliding his tongue over hers and thrilling at the way she sighed into his mouth. He felt her move beneath him, parting her legs to invite him down into the cradle of her hips, and he put out a hand towards her bedside table, instinctively grasping for his wallet. When his fingers met empty air, he froze.

He didn’t have his wallet on him. He didn’t have his wallet because he’d been in full tactical gear. And even if he _did_ have his wallet, there was no need for a condom because there was absolutely no chance of Jemma getting pregnant. Because everything around him--the bed, the lamp, the night sky just visible behind the curtains, Jemma herself--was an illusion.

The reminder was enough to take Fitz completely out of the moment. He abruptly broke off their kiss with gasp, squeezing his eyes shut as despair settled over him, and he hung his head between his shoulders, unable to look at Jemma. Tears had sprung to his eyes and he refused, _refused_ to let her see them.

Seeing the sudden change that had come over him, Jemma rested her hands on his shoulders, trying to catch his eyes. “Fitz? What’s wrong?”

It took him a few shuddering breaths to find the ability to speak. “This isn’t real,” he mumbled brokenly. “It’s all in my head.”

There was a short pause before Fitz felt her hands slide up to cradle his face, gently tilting his head back up to hers. “Fitz,” she murmured, “look at me. Please.”

He didn’t want to, because he didn’t want her to see him crying, but when he finally opened his eyes, Jemma was looking up at him with--dare he think it-- _love_ in her eyes, a tremulous smile ticking up the corners of her mouth. “We’re both here, together. And we can both feel this. Right?” When he nodded, she nodded once in return and added, “Doesn’t that make this just as real as we want it to be?”

His face crumpled, unsure. “But--”

“You told me before that when I was with you, like this, that I was real to you,” she said quickly, reaching up to stroke a hand over and through his hair. “I--I didn’t think I was...but if _you_ could believe it, then I could, too. And you are. Real. You are _so_ real to me.” She cupped his cheek again. “I don’t know how to explain it, but--I can feel this, you...everything. Your--your touch, your kiss. This is _real_.”

Fitz wanted to believe her, badly. Jemma was right--he _had_ focused on her like she was real during Garrett’s last attack, and her tangible physical presence had reassured him when nothing else had. She’d felt real, and he’d told her so. She felt real now, her skin soft and warm beneath his, her hands a light pressure on his cheeks--but even that paled next to the naked emotion written clear across her face. She looked at him like he was her entire world, like nothing else mattered to her except the two of them, together, in this moment.

He leaned down to press his forehead to hers. “Jemma,” he whispered fervently, “ _Jemma_ \--”

Anything else he could have said was swallowed by Jemma leaning up to kiss him ardently, her mouth moving hungrily over his as if she couldn’t get enough of him. Fitz let himself get swept up in the passion of it, matching her in pressure and intensity, allowing the desire ramping back up between them to pull him under. If she could forget everything else, he could, too.

When her hands slid down to tug at his hips, urging him closer, Fitz lowered himself between her legs and let her dictate his movement. The first brush of him against her entrance made them both moan quietly in unison; then Jemma gripped him tighter and rolled her hips, forcing the slide of his shaft through her folds, over her clit. She shuddered beneath him, her mouth bowing open in pleasure, and he groaned deep in his throat as she repeated the motion, setting up a slow rhythm.

He shifted to hold himself over her on his elbows, his head dropping to press open-mouthed kisses against her cheek and her neck. Every pass of him through her slick heat drove him higher and higher, a tense coil of pleasure tightening within him. Jemma gasped and arched up against him, shivering again, and then she shifted slightly, pulling him down so he ground against her entrance again. “Please,” she whispered.

Fitz nodded against her cheek, giving her one last kiss before moving to slide a hand under the small of her back, holding her just so as he lined them up and pushed in. He couldn’t help the moan that eked out of him as he buried himself fully inside of her, her tight heat nearly overwhelming him. Jemma stared past him up at the ceiling, eyes heavy-lidded, and when their gazes met she reached up to pull him into a brief but thorough kiss. Then she rolled her hips into his again, and he instinctively moved to meet her.

He started out slowly, testing out what seemed to work best for them, what drew out the most pleasure, and gradually sped up to a moderate pace. Jemma sighed and murmured his name, her hands roaming over his chest and back as far as she could reach, possessive in a way he found unbearably sexy. She drew her knees up along his sides, changing the angle and letting him in deeper, and she cried out as he hit an especially sensitive spot inside her.

“Fitz,” she breathed, running her hands back down to his hips. “You-- _god_ \--I can feel--you feel so _good_.”

Fitz groaned, turning his face into her neck as he leaned down to thrust harder and press his chest flush to hers. “You feel fantastic.” His voice was rough, pitched low with desire. “Fucking amazing. Don’t wanna stop--”

“Don’t.” Jemma arched up into him again, sliding her hands down to grasp the curve of his arse. “More, _please_ \--”

His mouth fell open as he doubled his pace, dizzy with the pleasure coursing through him from the friction they were creating. He didn’t have much to compare it to, but Fitz didn’t think sex had ever felt this good. He’d certainly never felt this intimately close with anyone else before, a burning need to be with Jemma in every way possible, to give her everything she wanted and more before surrendering to it himself. He didn’t know if it was because of the nature of their reality that it was so good, or if it really would have been this amazing with her in real life, but he didn’t care. It didn't matter.

Everything else fell away as they moved together, each trying to drive the other to new heights of ecstasy. Fitz gasped when Jemma clenched her nails into his arse, spurring him to thrust into her harder and faster, and her head tilted back on a loud moan. When he felt her thighs begin to tremble around him, he struggled to push back up onto his elbows so he could see her face. He wanted to watch her as she lost herself in him.

Feeling him move, Jemma blinked her eyes open to look up him, her irises a thin amber band around wide pupils. “Fitz,” she whimpered, clutching him tighter, “I’m--I’m so--so--”

He kissed her, fast and messy, not breaking eye contact or slowing down the almost frantic speed of his thrusts. “Come on, Jemma.”

“ _Fitz_ \--”

Her eyes closed as she let out a cry, her back arching and her limbs seizing up around him as she rode out the wave of her climax. Fitz didn’t let his pace falter as she shivered beneath him, wanting to draw out her pleasure as long as he could, and he was sure he’d never seen anything as beautiful as she was, caught in the throes of her orgasm.

It was too much to take in at once. Their frenzied pace coupled with the feeling of her muscles clenching around him was enough to drive Fitz over the edge, and his thrusts lost their rhythm as he shuddered through his own release, groaning her name out one last time.

When the haze of bliss finally began to clear from his mind, he turned his face to nuzzle against Jemma’s neck, blindly planting a few kisses against her warm skin. He felt her smile against his cheek, and then her hands slid up into his hair, her nails against his scalp feeling far more pleasant than they had any right to.

After another moment, when he’d regained his breath, he pushed onto his elbows from where he’d collapsed on top of her. Jemma looked sweaty and exhausted, but her smile was radiant as she slipped one hand down to stroke over his jaw. He smiled back, his eyes closing briefly as he tilted his cheek into her touch, then reached up to smooth her hair away from her face.

“Hi,” Jemma whispered, her smile widening.

“Hi, yourself.” Fitz leaned down to bump his nose against hers, feeling satisfied and content in a way he wasn’t sure he ever had before. He was loathe to move and thus break the spell, but he didn’t want to make Jemma uncomfortable with his weight on her. “Here--let me--”

He started to draw back, briefly pressing his cheek and then a kiss to her breastbone before pulling out and away from her. As he shifted to the side of the narrow mattress, Jemma sat up to reach for the blanket at the foot of the bed, pulling it up and over them. They settled back together with a sigh, facing each other with her head pillowed on his arm and her hands pressed flat against his chest.

They laid that way for a long while, not speaking, simply drinking each other in and basking in their newfound closeness. Fitz rubbed his hand up and down her arm before moving to run his fingers through her hair, and Jemma’s fingertips slid along his collarbone before running one hand up to stroke his neck. Eventually, he leaned in for a long, slow kiss, pressing his forehead to hers when they broke away.

“I’m going to find a way to save you,” he murmured.

Jemma pulled back to look at him, her face stricken. “Fitz…”

He felt a jolt of panic and fear lance through him at her dismay; it was a reminder that she knew there was nothing that could be done, that _he_ knew it, too, that there wasn’t a way for her to leave. That this, what they had together in this bed, this room, would be their last chance. Her time was running out. Soon, she would be nothing but a memory.

As such, denial was like a siren song to his battered heart. “I have to try,” he insisted, cupping her face with one hand and pressing in close. “Please, Jemma. I--please let me try.”

She searched his face for a long moment, wide eyes blinking back tears. He didn’t know what she was looking for, but whatever it was, when she found it, it made her lean back in to kiss him, rushed and desperate. It took him by surprise, but he wanted nothing more than to surrender to it, to wrap his arms around her and lose himself in the heat of her mouth on his, the warmth of their bodies pressed together, the illusion that this was only the first night of many together. Jemma seemed just as eager to forget, wrapping her arms around him and refusing to let go.

If these were their last moments together, Fitz didn’t want to spend them arguing. So he kissed her, and held her close, murmuring words of adoration and devotion, until they both forgot about her inevitable demise and focused only on being together in what little time they had left.


	7. Chapter 7

**Notes for the Chapter:**

> Music aesthetic - [Michael Giacchino - Labor of Love (Star Trek)](https://www.youtube.com/watch?v=NTNTnjf2wvs)

Fitz awoke with a start, his limbs jerking as a rush of adrenaline hit him. Confused and disoriented, it took him a moment to get his bearings and realize he was back in the fail safe room, deep in the Arctic. The last thing he remembered was lying entwined with Jemma on her bed at the Academy, his lips pressed against hers as they both sought to forget everything else around them. He raised a hand to his mouth, briefly marveling at how he could still feel the imprint of her kiss and the shivers it produced--but then he recalled how the whole team had physically acted out their most recent nightmares from Garrett, and his stomach lurched. Had he done anything to demonstrate that he had essentially just had sex in a dream?

He sat up straighter on the wall he’d sagged against, taking stock of himself. He didn’t seem to have moved any from where he’d fallen asleep, and--thank god--didn’t notice any embarrassing physical reactions. Sneaking a glance around the room, he saw that Skye was asleep, curled up against the wall where she’d sat with May earlier. Mike had disappeared from his spot beside Fitz, and Trip was still nowhere to be seen. May had moved across the room, near the fail safe, and sat cross-legged with her eyes closed. He wasn’t sure if she was asleep or not.

Taking a deep breath, Fitz pushed himself up to standing, carefully stretching his legs and back as he went. It took him another moment to fully shake off the memories of being with Jemma--he _wanted_ those memories, and he’d wanted to stay with her more than anything--but once he was fully back in the present, he walked over to where he’d set his backpack down next to the fail safe, taking care to be quiet lest he wake May up.

However, as soon as he knelt down to unzip his backpack, May opened her eyes. She looked alert; perhaps she had only been meditating.

He gave her a stiff half-smile, remembering what Jemma had asked him to tell her. Now that he was facing her, he wasn’t sure he could do it. “How long was I out?” he asked quietly.

“A couple hours,” May replied, keeping her voice just as low. “Not too long. Do you think you got enough sleep to handle this?” She gestured toward the fail safe.

Fitz nodded. “Yeah, definitely.” He opened his backpack and grabbed a nearby flashlight to shine inside it. “Where are Mike and Trip?”

“They’re next door in the lab, trying to get as much information as they can out of the computer system. Anything we can get on other Hydra bases could be useful, even if it’s old.”

He nodded again, and turned back to his backpack, taking a mental inventory of all the tools he had with him and how he could use them to work on the fail safe’s timer. Rather than watch him, May closed her eyes again. Fitz worked in silence for several minutes, using a small drill to carefully disassemble the casing on the clock in order to get a look at the wiring inside, before he summoned enough courage to honor Jemma’s request.

“He left her.”

He wasn’t looking at her, his eyes firmly focused on the clock, but he could sense May opening her eyes again. “Who?” she asked.

“Ward. He left Jemma here. Abandoned her.”

Just saying the words made his throat tighten and his heart constrict, remembering the way Jemma had pleaded with her teammate to stay, and the helpless anger he’d felt at watching Ward leave her. He pressed his lips down into a thin line in an effort to push his emotions away. A glance in May’s direction showed that she was watching him, a faint crease to her brow.

“Did Simmons tell you that?”

Fitz shook his head as he shined his flashlight into the inner workings of the clock. “No. She showed me.” When May didn’t say anything for a long moment, he added, “Garrett let him get as far as the front gate before he turned the perimeter guns on him. He never stood a chance. Jemma saw the whole thing happen on the security feed.”

May frowned, her gaze dropping to her knees. “Ward was a good agent. Very dependable. I find it hard to believe that he would just... _leave_ her, alone.”

“Yeah, well.” Fitz took up a pair of pliers and gently disconnected some of the wires leading to the clock. “He did.”

“And how does that make you feel?”

Fitz looked up at her in surprise. May was watching him again, her gaze perhaps just a little too knowing “How do _I_ \--” he spluttered, then turned back to the clock, his brow furrowed. He knew how he felt--furious, powerless, devastated--but he couldn’t tell May that, because then she would _know_ , and she would ask him _why_ he felt that way, and he wasn’t ready to offer up any answers. He swallowed thickly. “It doesn’t matter how I feel,” he said gruffly. “I should be asking _you_ that.”

A strained silence fell over them, May staring off into the distance, deep in thought, and Fitz continuing to work on the fail safe clock. He wasn’t sure how much time had gone by when the quiet was disturbed by a loud yawn. He glanced over to see Skye sitting up, stretching her arms out before rubbing the sleep from her eyes. When she looked up to see them, a relieved expression broke out across her face. “Oh, wow. I had--I just had the _weirdest_ dream.”

May opened her eyes again. “How so?”

Skye made a face, her nose scrunching up as her eyes took on a faraway look. “It’s--okay, you can’t laugh at me, because I know it’ll sound strange, but...I dreamed I was a superhero. Kind of like Captain America. But I could _do_ stuff.” She smiled a little. “Like, I could make things shake with my hands, start earthquakes and push bad guys away and blow holes in walls. It was kind of badass.”

Fitz frowned. “So...just weird, yeah? Not-- _bad_ , not like a nightmare?”

Skye shrugged. “I mean, it didn’t _feel_ like a nightmare. If it was one of Garrett’s, it was pretty harmless. I was having a blast. Why? Have you guys had any attacks?”

Fitz shook his head, but May nodded once. “A few,” she said evenly. “But I shook them off.”

Grunting as she pushed to stand up, Skye flashed them another smile as she stretched her muscles again. “If any of us can do it, it’s you, May. Is Trip still in the lab?”

“Yes,” May replied. “He’s still trying to get any information we can on other Hydra bases.”

“Got it.” Skye started towards the door. “I’ll help him out, and see if I can get started on that virus we can use to distract Garrett, too.”

Fitz kept up his work on the fail safe clock. He could hear the quiet murmur of voices next door go on for a few minutes, until Mike came back to join them. He nodded at them before settling into position near the corner of the room. May stood to go look out the door, assessing their current status, then came back to stand next to him. It took a few more minutes before Fitz had enough nerve to bring up his promise to Jemma.  

“I want to try and find a way to save Jemma,” he said, just loud enough for May to hear.

She looked down at him sharply. “What?”

He sucked in a careful breath. “I want to save Jemma,” he repeated, a little louder. “If I--we--can find a way to get her on something portable, maybe my tablet, we could get her out of here.”

“Fitz, there’s nothing to save,” May said, voice flat. “There’s no body left.”

“Yeah, I know that. _But_ \--” Irritation crept into his tone. “But, her mind, her _soul_ , is still here. She’s still alive in a way that matters. That’s worth trying for, isn’t it?”

May crossed her arms. “Just what do you plan on downloading her onto? Everything here is out of date, so you can’t put her directly on your tablet.”

He gave up all pretense of working on the clock. “I don’t know!” he cried, throwing his hands up. “But I’ll think of something. I’ll--I’ll see what’s in the lab, and what I’ve got with me. I’ll make something work.”

“Fitz, May’s right.” He jumped at the sound of Jemma’s voice next to him, quiet and composed. “There isn’t anything you can do for me. Besides, even if you could, you can’t run the risk of Garrett making it onto a disk along with me. It’s too dangerous. I won’t let you take that chance.”

He shook his head, feeling his heart drop at Jemma’s reluctance to let him help. “Jemma, I--I have to. I _promised_ you. We can’t just leave you here to die--”

“She’s already dead,” May cut in firmly.

“She’s _not_.” Fitz stood, huffing angrily. “How else could she be talking to us, how else could I see her in those dreams, if she wasn’t alive?”

“Fitz.” Jemma’s voice was almost plaintive. “My mind and my soul are here, yes, but I’m no good without a physical body. I can’t leave; you know that. I _know_ you do. I wish I could, and I know you want to help, but honestly, there’s nothing to be done. I’ve accepted that.”

May nodded in agreement. “Simmons is right.”

Fitz shook his head again, feeling panic begin to creep in along the edges of his mind. “Jemma. _Please_.” He couldn’t leave without her; the very thought was anathema to him. “I’ll make sure Garrett doesn’t make it out with you. I swear. But you have to let me try.”

“Uh...guys?” Both Fitz and May turned to see Mike, still standing by the corner, one hand raised to get their attention. “How do we know this isn’t part of Garrett’s plan? Maybe he’s just using you, Fitz, using Jemma’s memory to get in on your good side on purpose? Because then you’d want to save her, or even use the memory machine to--to join her, and that’d be the perfect out for him. He’d just hop on a hard drive or invade your mind and bam, he’s free.”

“She’s not lying,” Fitz ground out, his hands curling into fists at his side. “She wouldn’t. Not to me.”

The look Mike gave him then told him everything--he was convinced Fitz had gone off his rocker. And maybe he had. He was so desperate to save Jemma, to keep her with him, that he was willing to risk everything. She was still alive; he believed that. She deserved a chance. The fact that no one, including Jemma, was willing to reason with him, made him feel sick. They didn’t even want to try. They were sentencing her to a true, final death and they didn’t care.

“I know I can’t convince you that I am who I say I am,” Jemma said. “But please believe that setting Garrett loose is the absolute last thing I want to happen. If I were him in disguise, I’d hardly be advising against this, would I?”

Mike hummed thoughtfully, his stance relaxing.

“I trust that I’m speaking to the real Simmons,” May said. “And she’s right. We can’t waste any more time here. Fitz, how much longer do you need with the timer?”

“I thought you were friends!” he shouted, his frustration boiling over in one angry outburst. “Why don’t you want to save her? You--you don’t even want to try!”

May’s expression closed off like a steel door slamming shut, her eyes turning hard. “We have a mission here, Fitz,” she said, her voice deathly calm. “And it is _not_ to save Simmons.”

“It is,” Fitz challenged, squaring his shoulders, unfazed by May’s quiet fury. “This started out as a search and rescue op--”

“Yes, for an agent that was _physically alive_ ,” May countered. “Simmons is not. Our new mission is to get out of here and destroy Garrett by any means necessary, and you’re letting your personal attachments get in the way. You’re putting the entire team at risk. I can’t let you do that.”

In his periphery, Fitz could see Skye and Trip appear in the doorway, hesitant and unsure, drawn by his yelling. They watched in silence along with Mike as May went on.

“Simmons was my friend,” she said. “A good friend. If I thought I could save her, I would. But I can’t. Neither can you. Listen to her. She’s accepted it; now you have to. You have to let her go, Fitz. If you care about her--then _let her go_.”

Fitz could barely breathe, his vision spotting as full-fledged panic threatened to overwhelm him. He simply couldn’t let Jemma go without trying. He _couldn’t_. Every bone in his body was screaming that he couldn’t lose her, not when he’d finally found her, logic and reason be damned. If it was up to him alone, he would continue to fight for her until every avenue was explored and discounted. Only when he knew all of his options had been exhausted would he relent, and even then he didn’t think he could give her up so easily. Determination merged with his panic, and he shook his head as he found new resolve. “I can’t give up on her,” he said, looking May square in the eye. “I _won’t_ give up.”

She stared back at him, just as unwilling to budge, and it felt like the entire room held its breath, hinging upon her reply. But it was Jemma who spoke next, her voice quiet and resigned.

“May,” she said, “let--let him try. Fitz...I can show you what to do in the lab once you’ve finished with the fail safe. I don’t think it will be very hard.”

Fitz exhaled harshly, his limbs almost shaking with the release of the tension he’d been holding in, and he closed his eyes for a brief second. “ _Thank you_ ,” he breathed, sending up his gratitude like a prayer. “Thank you so much. I’ll get it figured out, Jemma. I promise.”

“I...I know you will, Fitz.”

May was still staring at him, looking highly displeased. “Get back to work on that timer, Fitz,” she ordered. “The sooner we get out of here, the better.” Then she turned on her heel and strode from the room.

Trip and Skye hastily moved to one side to let her pass, and as Fitz turned back to the fail safe, he saw them exchange a pointed look. He knew they’d very likely joined Mike in thinking he’d gone mad. May had been right when she’d said he was letting his personal attachments interfere, in a way--but he didn’t care. He believed he was focused enough to be able to handle the fail safe efficiently _and_ save Jemma. He could do it without bringing back and of Garrett. As far as he was concerned, it was a win-win situation.

And if a nagging little voice in his head wanted to whisper that he should listen to May and Jemma, that he knew there was nothing he could do and that he was hopelessly mired in denial, well...he was set on ignoring it.

He turned back to the fail safe with renewed vigor, eager to finish rewiring and resetting the timer so he could start brainstorming ways to get Jemma off the base. Time fell away from him as he worked; he was vaguely aware of the others coming and going, but he didn’t pay them any attention. It was easy to lose himself in a project, and this particular one was no different. When he was finally satisfied that he’d reassembled the timer mechanism exactly how he wanted, he sat back with a grunt.

“Timer’s finished,” he announced, wincing as he rolled his neck to work out the kinks that had built up from sitting hunched over for so long. “It should be ready to go whenever we are.”

Trip came forward to peer down at it as Fitz stood up, dusting off his pants. “How much time did you give us?”

“Fifteen minutes once it’s set,” he said, bending to get his tools packed up. “It should give us plenty of time to get out of here and away from the compound, provided Jemma is able to bring the security systems down.”

“That won’t be a problem,” Jemma said confidently. “Especially with Skye’s virus helping.”

Skye grinned. “I’ve got that ready to go too, as soon as we need to,” she reported. “All I have to do is hit ‘enter’.”

May pursed her lips. “Simmons, are you certain you’ll be able to make sure security goes down and stays down before Fitz transfers you?”

There was a pause before Jemma answered. “Yes,” she said. “I’m positive. Trust me.”

“Well, looks like that’s that,” Mike said. “Fail safe ready to blow, virus ready, we’re ready to run. All that’s left is getting Jemma, er...downloaded, right?”

“Right,” Fitz said, pulling the straps of his backpack over his shoulders. “And I’ve got some good ideas on how to start on that, Jemma. With your help, it shouldn’t take long at all.”

“I see.” Jemma’s voice had gone quiet again, almost unsteady. “And you’re sure this is what you want to do, Fitz? I promise, I...I’m fine with staying. I’ve accepted it. I won’t think any less of you if you choose to leave now.”

“I’m very sure,” Fitz replied firmly. “I’m--I have to try, Jemma. You know I do. We’ll get it figured out, together.”

“Alright.” Her voice was barely a whisper.

“Chin up, Jemma,” he said as he headed for the door. “Don’t worry; everything will be fine. You’ll see, we--”

He was cut off by something striking him hard on the head from behind, and everything went black.

-:-

When he opened his eyes, he was lying on the floor of Jemma’s room at the Academy. Looking around, he found her standing by the edge of the bed, her hands twisting together anxiously. Feeling panic set in again, he moved to struggle to his feet. “What did you do?” he demanded, his heart hammering in his chest. “Jemma, _what did you do?_ ”

There were tears in her eyes. “I’m so sorry, Fitz,” she said, her voice wobbling.

He took a step toward her. “Jemma--”

“We couldn’t risk it,” she cut in. “We couldn’t take the chance that Garrett would make it onto anything you took with you. He’s too dangerous. May understood that.”

Fitz felt something like betrayal lodge in his throat. At some point, probably when he’d been working on the timer, Jemma had talked to May alone. They’d both lied to him, then, tricked him into believing he could save her. May, or perhaps even Trip or Mike, must have knocked him out.

Seeing that betrayal written clear across his face, Jemma stepped forward, her eyes begging him to understand. “This was the only option,” she said, her voice still shaking. “You know that.”

He shook his head wildly, refusing to believe her. “No,” he said. “No, I don’t. I could have found a way; I would have made sure it was just you and not him--”

“How would you know?” she cried. “And even if you _could_ make sure, there’s no guarantee that my override of the perimeter guns would hold long enough for you to escape. I have to stay and make sure. This has to end, now.”

Fitz could barely breathe for the vise gripping his chest, the utter helplessness he felt. “But Jemma--you’ll _die_.”

Jemma closed her eyes and hugged her arms around her stomach. She took a long, shuddering breath, and when she opened her eyes to look back at him, tears slipped down her cheeks. “I already have, Fitz,” she said quietly. When he moved to speak, she added, “There’s nothing left of me. Nothing real or solid, anyway. And even if you did manage to download me onto something, what sort of life would that be?” Swallowing, she closed the distance between them and took his hand between both of hers. “The telepathic field is the only reason we can see and speak to each other. Without it, I’m just words on a screen. I’m just data. I’m not even sure what’s left of me would survive outside of it.”

“I could duplicate it,” Fitz said in a rush, squeezing her hand in his. “I could--I don’t know, I could rig something so we could see each other.” He was definitely thinking crazily now, distress driving him to suggest the most outlandish of ideas. “It’d be like the holodeck on Star Trek, you know, something like that, maybe--”

“Fitz.” She let go of him to reach up and frame his face with her hands, and her eyes were achingly tender as she swept her thumbs over his cheeks. “That’s not a life. That’s not _living_. I don’t want that--for me, _or_ for you.”

He knew, deep in his heart, that Jemma was right. It wouldn’t even be a half-life for her. It would be a cheap facsimile, and he didn’t think he was strong enough not to spend his every waking moment with her, and forget to truly live. That knowledge wasn’t keeping his heart from breaking, though, or from feeling like he was being ripped apart by desperation and grief. He moved to mirror her, cradling her face in his hands and brushing her tears away, and leaned forward to rest his forehead against hers. “I can’t lose you,” he choked out, overwhelmed by his emotions. “Not when I finally--”

He cut himself off. He didn’t want to speak aloud his fear that he would never find anyone else like her, or that he thought she was his perfect match, that he’d found his soulmate in her ghost. He didn’t want to make her cry any more than she already was, or remind himself any more of what he was losing.

“I know.” Jemma sounded just as distraught as he felt. “Maybe, in another life, we would have known each other, properly. I wish--” Then it was her turn to stop as she swallowed thickly. “Fitz…” She tipped her face up, her nose brushing alongside his, and he felt the feather-light touch of her lips against his as her hands slipped down to rest on his shoulders. “Thank you. Thank you for helping me to feel alive again, at least for a little while. I’m--I’m so happy I met you. But now I want you to go and live your life. Okay? Do that for me.”

Fitz found himself nodding, unable to deny her anything even as he wanted to cling to her with everything he had. Satisfied, Jemma pushed up on her toes to kiss him, her mouth hard and firm against his, and he fell into it, trying to sear the feel and the taste of her into his memory so he could carry it with him long after she was gone. When she finally pulled back, it was only to wrap her arms around his waist and press against him as close as she could. His arms went around her in turn, holding her tightly, as if he could pull her with him back into the realm of the living just by the sheer force of his embrace.

His embrace, and his love. It defied all of his prized logic, everything he thought he knew about himself, but here in this final moment, he knew it was true. “Jemma,” he whispered, “I--”

-:-

It was cold. He could feel a sharp, stinging wind cutting across his exposed skin, and he groaned as he registered that his head was lightly thumping against something. It took him a few seconds to realize that it was a person, who was breathing heavily as they ran. Someone--Mike or Trip--had him in a fireman’s carry, and they were outside, which could only mean one thing.

They’d set the timer, Jemma had bypassed all of the security systems, and now they were running like hell for the quinjet.

Horror slammed into his chest, and he started struggling, beating his fists against the back of the person carrying him. “Let me go!”

“Fitz! Stop! I can’t.” Mike, then. “We have to get clear of the blast; it’s gonna go off any second. Jemma couldn’t guarantee us a wide window.”

 _Jemma._ “Let me go!” he cried again, struggling even more. “We can’t leave her, I promised--will you bloody _put me down--_ “

The heel of one of his boots caught Mike across the face, and he heard the other man swear as he stumbled, his hold on him failing. Fitz hit the frozen ground hard, but he immediately moved to roll away and get back up despite the fact that his head was pounding. Once he was on his feet, he made to run back toward the base, but someone--Trip this time--caught him around the waist and tried to drag him back. Behind them, he could hear Skye and May shouting.

“You can’t go back!” Trip yelled over the howling wind, pulling with all his might. Fitz had dug his feet in, his boots sliding on the icy dirt. “It’s too late, she didn’t want you to--”

“I don’t care!” he shouted desperately. All reason had left him. “I don’t care, I promised her--”

A muffled blast rent the air, making them stumble as the ground shook beneath their feet. Fitz stopped struggling as everyone turned towards the base, but before anyone could move or say anything, the perimeter guns whirred to life, turning inward. Then they fired at the main building.

The explosion was huge, an enormous fireball roiling up into the night sky as the entire structure blew apart. The shockwave knocked them all off their feet, heat singing their skin even from a distance.

Fitz pushed up from where he’d fallen next to Trip, but he couldn’t make it any further than his knees. All he could do was stare open-mouthed in shock as burning chunks of debris fell to the ground in front of them, feeling his chest hollow out as his heart splintered, then broke. The entire complex was engulfed in flames, what was left of the outer walls already collapsing in on themselves. Nothing could have survived.

Jemma was truly dead now, and Fitz felt like a part of himself had died right alongside her.


	8. Chapter 8

“Hey--Agent Fitz? Could you come take a look at these hard drives and see if they’re still worth anything?”

Fitz sighed heavily before looking up from his tablet and making his way toward the junior agent who’d requested his help, carefully stepping over and around the burnt remains of lab tables and computer desks. When he reached the partially-collapsed bank of servers, he took one look at it and rolled his eyes, then leveled the agent with the type of glare that made even Bobbi take a step back.

“What--Jones, _look_ at this.” He gestured at the charred lumps of metal within the frame before taking the tongs the other agent was holding. “The heat destroyed them. They’re melted and practically fused together; you can’t even get a toothpick between them. See?” He jabbed at it with the tongs before handing them back, then pinched the bridge of his nose. “These are a total loss. _Obviously._ Which is what we want. Use your brain, for god’s sake.”

He didn’t miss Jones’ affronted face as he turned away to go back to his scan of the far side of what had once been one of the base’s computer labs. Fitz knew he was being overly harsh, but he couldn’t bring himself to care. He was exhausted, in every sense of the word.

It had been a day and a half since they’d blown the base sky high. Once the team had shaken off the shock of the explosion, they’d gone back to the quinjet to make contact with the Playground. Trip had pulled Fitz to his feet and he’d followed in a daze, barely registering the freezing wind as they walked the remaining distance. He didn’t listen as May brought Coulson up on the radio, didn’t hear the director’s relief at learning they were safe and sound, didn’t pay attention as May explained their ordeal. He couldn’t. A hollow sort of numbness had overtaken him, swallowing him in silent grief. The rest of the world felt far away, distant, unimportant. He was remote and untouchable. Nothing, not even his team’s worried and confused glances, affected him.

Coulson had ordered a second team to take the Bus to come and meet them, to assess what was left of the base and make a full report. There wasn’t much they could do in the intervening hours besides wait. Skye tried to get him to eat some of the rations that were stored on the quinjet, but Fitz couldn’t bring himself to. He just wasn’t hungry. He did manage to get a few hours’ rest, though his sleep was dreamless. When he woke up and realized that he hadn’t seen Jemma because the telepathic field had been destroyed--because _she_ had been destroyed--it had lodged a sharp, bitter ache in his chest that hadn’t waned in the hours since.

Everything became a little easier once the Bus arrived and Fitz had something else to focus on. He’d taken his D.W.A.R.F.s and assisted the combined teams in sifting through the rubble, checking to make sure there was nothing left that Garrett could have survived on. They hadn’t found much. The explosion had ripped the building to pieces, and the resulting fire had destroyed almost everything else. They’d achieved Jemma’s goal: Garrett had finally been stopped.

But he found very little satisfaction in their victory.

So Fitz was going through the motions, doing only what needed to be done to achieve the tasks Coulson had set out before him. Dimly, he wondered how long it would take for the grief he felt to dissipate, or if it ever would. His teammates couldn’t understand what he’d experienced, what his time with Jemma had been like, and he didn’t think he could explain it. He knew they all thought he’d lost his mind, falling in love with a ghost. Trying to quantify what Jemma meant to him in words would never work.

He was just finishing up an analysis of a row of melted computers when he heard the crunch of footsteps approaching, and looked up to see Skye smiling hesitantly at him. “Hey, Fitz,” she said. “How’s it going?”

Fitz frowned before shrugging lightly and gesturing to the warped, misshapen remains in front of him. “It’s...going,” he muttered. “Not much to see here.”

Skye nodded, still smiling, and watched him work in silence for a moment. “So, um...I just got done taking a break and thought I’d come relieve you. They’ve got real food on the Bus; it’s great. Go check it out, you can make yourself a sandwich.” When he didn’t reply, just kept his eyes focused firmly on his tablet, she ducked back into his line of sight. “They’ve got turkey and swiss,” she sang, clearly trying to appeal to his appetite. “And that brown mustard I know you like.”

Fitz sighed. “I’m not really hungry, Skye.”

She snorted rudely. “Oh, come on. You _have_ to be. You haven’t really eaten in _days_ , and I know you. You’re like a human trash compactor. Leopold Fitz cannot survive on protein bars and water alone.”

Fitz sighed again, this time in resignation, and squeezed his eyes shut. He could feel a headache coming on. “I...I don’t know. I’m fine.”

When he looked back at her, he saw that Skye’s face had softened, and he almost turned away from what he feared was the pity in her eyes. “Look, Fitz,” she said gently, and then he really did start to turn away, but she put a hand on his arm to stop him. “I’m not even going to pretend like I understand what you went through here. I’m not. But...you need to take care of yourself, okay? If you’re not going to eat, at least, like, get some water or something. It’ll help with your headache.”

When he looked up at her in surprise, she put a hand on her hip. “You’re doing the frowny thing,” she said, pointing at his mouth. “That thing you do with your face whenever you get a headache. And you’re all grumpy. I told you, I _know_ you.”

Fitz swallowed. Skye was right, he knew; he really did need to eat, even if he didn’t feel like he could stomach it, and staying hydrated would indeed help stave off a headache. She didn’t deserve his prickliness, either. She was only doing what any good friend would do in looking out for him. Briefly, he wondered what it said about him that he still found himself surprised whenever people showed him that level of thoughtfulness.

He wondered, if he had known Jemma in this life--if she’d been beside him the whole time--if he would still be so insecure.

Punching a button on his tablet, he let his shoulders sag before turning back to Skye. “Okay. You win,” he said simply. Skye mimed cheering as she took the tablet from him. “You remember how to do this, right?” he asked. “I’m not going to come back and find out you’ve destroyed my drones, am I?”

“Yeah, yeah, I’ve got it,” Skye said easily, slipping one hand through the strap on the back of the tablet. She scanned the readouts quickly before tapping at the controls. Happy buzzed over to hover next to them. “See?”

Satisfied, Fitz gave her a short nod. “Right. I’m just going to--” He pointed in the general direction of the Bus. “Thanks.”

Skye waved him away, her attention already focused on sending Happy back to work. He took a deep breath before starting to pick his way through the rubble. It took him some time, and he ducked his head whenever he came across other agents at work, so he wouldn’t have to talk to them. Once outside, he turned the collar of his jacket up against the chill wind blowing and hurried toward the lowered ramp of the Bus.

He wasn’t prepared to find May sitting at the table in the kitchen. He stopped short as she looked up at the sound of his approach, and it took everything in him not to turn around and walk right back out. Out of his entire team, he feared what May thought of him now the most. He didn’t know if she harbored any resentment toward him over Jemma’s choosing him to communicate with instead of her. And frankly, knowing she had been close to Jemma while she was alive weirded him out a bit. May’s usual taciturn disposition didn’t help, either.

However, when she simply went back to scrolling through a report on her tablet without a word or a second glance, Fitz forced himself to relax and walk past her to the fridge.

He frowned as he surveyed its contents. Nothing looked remotely appetizing, not even the turkey and swiss Skye had mentioned. He knew she would give him hell if he came back without eating, though, so he blew out a breath and took out enough meat and cheese to make himself a half sandwich. When he was done with that, he took a mug down from the cabinet and poured himself some tea from the kettle on the counter, then took it all over to sit down at the table across from May. He’d debated taking his lunch and hiding in his old bunk, but she would have seen right through it. She didn’t acknowledge his presence at the table, though, and Fitz thought that maybe she really did resent him, but he didn’t mind it too much. He wasn’t in the mood for talking, anyway.

They sat in silence for a long time, May reading her report and Fitz forcing himself to eat his sandwich, until a crackle of static came over the radio that sat on the table next to her tablet. “We need a medic or--someone, something, down on the lowest level,” the person on the other end said. “We’ve found some bodies.”

Fitz’s hands stilled where they were fidgeting with his mug, his eyes snapping to the radio. After a pause that felt a beat too long, May picked it up. “Can you repeat that?” she asked, speaking into the receiver.

There was another pause before a reply came.  “We, uh--we found some bodies.” The agent sounded bewildered. “We’re pretty deep in, and--they’re in pods of some sort; the fire didn’t get to them--”

“How many?” May cut in sharply. Fitz looked up at her. She was staring directly at him; their eyes locked, and he felt his breath catch in his throat. It wasn’t possible. It simply wasn’t, not the way the agent’s tone seemed to be implying. It had been nearly twenty years; nothing should have been left.

“Two,” the agent said, and Fitz’s stomach lurched. “Male and female.”

May didn’t take her eyes off of him. “Condition?”

“Um--unsure.” There was a sudden high-pitched whine in the background, the sound of metal screeching against metal. “We’re trying to get the pods open, but we think they’re alive--”

Fitz shot up from his chair, bolting for the stairs before he was even conscious of what he was doing. He heard the pounding of feet behind him and May barking orders into the radio, but he could only focus on one thing as he ran out of the Bus and back toward the base.

 _Jemma._ They’d found Jemma. Garrett, too, but that was nothing next to finding her. Fitz’s mind raced as he ran, possibilities and probabilities jumbling up with hopes he couldn’t dare raise, not if he wanted to spare himself further heartbreak. All evidence pointed toward both Garrett and Jemma being dead: the length of time that had passed, being confined to the pods, and Jemma’s confidence that the memory machine had killed them. There was no sense in hoping for anything else. At the very least, they could bring Jemma home. They could give her a proper burial, and a sense of closure to any friends and family that remained. Maybe it would even bring him some measure of peace.

He was forced to slow down as both he and May entered the ruins of the main building, having to navigate the debris so they didn’t injure themselves. It was frustrating--the slower they went, the more time they wasted. He impatiently stumbled over collapsed walls and doors until they finally found what was left of the stairwell leading down into the depths of the building.

When they made it to the lowest level, Fitz broke into a sprint, bolting toward the open doorway at the far end of the crumbling hall. He stopped abruptly just inside, May right on his heels, brought up short by the small group of agents that had gathered there. He pushed his way through to the front, desperate to see for himself, trying to take in everything at once.

It was clearly the machine room from Jemma’s memory, which had suffered surprisingly little damage from the explosion, likely due to an extra layer of reinforced concrete surrounding the walls. There were two pods set into the floor, just as he remembered, and the lid had been removed from the one closest to him. Inside lay a middle-aged man, his body covered in a light layer of frost. For such a violent, malevolent adversary, Garrett looked completely unremarkable in real life.

An agent stood from where he’d had two fingers pressed to Garrett’s neck, shaking his head. “This guy’s gone,” he reported. “I couldn’t tell you for how long, though. Whatever this thing did to him, he’s iced over pretty good.”

“Let me see,” Fitz demanded, his voice unsteady. But when he stepped forward, he moved past Garrett’s pod to look at the second one instead.  

There was a window set into the pod’s lid, allowing him to see what was contained within. He pressed up against the side of it, his heart hammering in his chest as he looked inside. The glass was fogged over, but he could still make out her face, frost-rimmed eyelashes dark against her pale cheeks, lips nearly blue, her hair sparkling with ice. She looked exactly as she had in his dreams, right down to the clotted gash on her forehead. She hadn’t aged a day.

“It’s her,” he said hoarsely, looking up at May. “It’s Jemma.”

May swallowed, nodding once and looking back down at the pod with a grave expression on her face. Thankfully, no one dared to question their familiarity with what they had found, or their clear emotional response. Before he could get another look at her, though, the agent who had been assessing Garrett appeared beside him.

“We have to get this pod open,” he said, gesturing behind him to an agent who was holding a small circular saw. “So you’ll need to move back, Agent Fitz.”

He had the irrational fear that if he let Jemma out of his sight, she would disappear from the waking world altogether--but more than that, he needed confirmation of her state. Pressing a hand to the side of the pod, Fitz took one last look at her before stepping back beside May.

He watched in a daze as his fellow agents got to work. The sound of the saw filled his ears, a shower of sparks falling from where the blade cut into the metal of the pod. He was vaguely aware of Trip appearing in the doorway at some point with a backboard under his arm, two more agents in tow, but his primary focus was the pod. Every second that passed was one step closer to setting Jemma free, and calming the war of suspense currently being waged in his heart.

Finally, the agents set the saw aside and got in place to lift the pod lid together. Fitz instinctively held his breath. He heard a hiss of pressurized air escape as they hoisted the lid up and away, followed by a small cloud of vapor rolling out. They set the lid aside, then leaned in to peer at Jemma, lying silent and still within the pod.

The agent overseeing them looked back toward the group gathered by the door. “Have we get a medic down here yet?”

“Right here,” Trip said, stepping forward with a raised hand. The other agents moved aside to let him through, and he set the backboard down by the pod before kneeling next to it. After a brief pause where he seemed to be taking stock of her condition, he reached out to press two fingers to the pulse point on her neck.

Fitz couldn’t breathe. He couldn’t look away, either. His vision had tunneled down to just Trip and Jemma, and he was sure the entire room could hear the frantic beating of his heart. Time slowed down as Trip stayed still, his brow furrowed in concentration, and as the seconds dragged on, Fitz felt resignation start to settle in. He’d already accepted that Jemma was gone. Anything more was just wishful thinking, a shot in the dark, but he’d still allowed himself to have the faintest spark of hope.

Suddenly, Trip’s eyebrows shot up, and he leaned in closer to the pod, adjusting his fingers against Jemma’s neck. “I’ve got a pulse,” he said, unable to hide his surprise. “It isn’t strong, but it’s there.” He looked up at them. “She’s alive.”

Fitz let out a low noise, feeling his knees go weak as his vision swam. Alive. Jemma was _alive_. It was too much to process at once and he felt overwhelmed by his emotions, his breathing coming short and fast as spots danced in his eyes. Just as his legs started to give way, May grabbed him tightly by the arms, keeping him from falling.

“Don’t do this,” she said firmly. “Not here. Not now.”

He struggled to to regulate his breathing, and nodded numbly. The last thing Trip needed right now was another medical situation because he couldn’t keep himself together.

The agents that Trip had come down with went to join him, handing off a backpack full of emergency medical supplies. “I don’t know what this thing did to them, so I can’t really assess her condition here,” Trip said, quickly unzipping the pack and reaching inside. “She could be in bad shape; her pulse is weak. I can give her a shot of dopamine to get her blood pressure and heart rate going up, but we need to get her to the Bus and stabilized. Then we can get her on a quinjet back to base for full assessment and care.”

Fitz and May watched as the other agents burst into a flurry of activity. One got the backboard flat on the ground and prepped while Trip selected a syringe from his pack, then gently took Jemma’s arm in his hands, feeling for a vein where she’d pushed the sleeves of her jumper and blouse up to her elbows. Another agent walked around to the head of the pod to lean in and remove the diodes stuck to her forehead, wincing when they didn’t pull away easily. Then the three of them worked together to slowly, carefully lift Jemma out of the pod and onto the backboard. Fitz continued to watch in a daze and only came back to himself once they got her secured, one of the agents holding the backboard by her feet while Trip took the lead.

Both Fitz and May followed them silently up and out of the ruins of the building. Trip dictated a rundown of everything they needed to do once they got Jemma on the Bus, but Fitz was only half aware of what he was saying. He couldn’t tear his eyes away from Jemma, from her face, her hands, her feet, whatever he could see of her as they walked single file. He still couldn’t believe that she was physically there, real and alive, that she might wake up and see him with her own eyes. He was barely keeping his head above the water of the flood of his emotions, and he felt torn between the urge to shout and the absurd urge to cry. He didn’t think he’d ever felt so unbalanced in his life.

They followed Trip up the ramp of the Bus, through the remains of the lab, and back to the one med pod they still kept on board in case of an emergency. Fitz pressed his hands to the door’s glass window, anxious to keep Jemma in his sight as the medics worked on her, but Trip came back with an apologetic look on his face.

“I’m sorry,” he said, “but we’ve got a lot of work to do.” Then he slid the door shut and pulled a curtain across the window.

Fitz stared at it for a second before swinging around to face May, still in shock. “I want to go back to base with them.”

May shook her head. “No. You’ve still got a job to finish here.”

It was only then that he got a good look at her, and realized how ashen her face was, how unsteady she looked. He knew a moment of intense shame. With everything happening so fast, he’d forgotten that he wasn’t the only one affected by Jemma being alive. Swallowing thickly, he said, “You should go, then. She--she’ll need someone there with her when she wakes up.”

May looked away, her jaw working as she considered his words. “Skye has the drones right now, correct?” Fitz nodded. “Coulson needs me here to oversee the op,” she continued. “Leave the drones with Skye, and you can go. I’ll make sure it gets cleared with Coulson before you land.”

Fitz frowned; he hadn’t anticipated it being that easy of a sell. “But--you’re sure?”

May nodded. “You’re right, Fitz. She’ll need someone. I’m just not sure that person is me.”

She turned and walked quickly away, leaving him alone to wonder exactly what she meant.

-:-

A few hours later, Fitz sat on the floor of the quinjet next to Jemma’s gurney, en route to the Playground. Trip and his team had collapsed the legs to let it lie as low as it could, then locked the wheels and secured both it and the IV stand to the floor so they wouldn’t move or jostle. They’d cut off her clothes--probably why Trip had closed the curtain, he’d realized--and put a smock on her, then tucked a thermal blanket in around her to help raise her core temperature.

The other agents had looked surprised to see Fitz board the jet before takeoff, but Trip hadn’t. As soon as they were in the air and cleared to move about, Fitz had unbuckled himself from his seat and eased himself to sit down next to the head of the gurney.

For the most part, he simply sat and watched Jemma in silence, his thoughts a jumble. He still couldn’t bear to look away from her, convinced that every time he blinked, he’d open his eyes to find that she’d vanished, just another memory in his mind again. He let his gaze trace the lines and contours of her face, from her forehead to the slope of her nose to the fullness of her lips, and once again marveled that she was actually there in front of him, alive. He’d kissed those lips in his dreams, touched her skin with his fingertips. Would she feel the same in the waking world? _Could_ she? Just as his fear of blinking was irrational, so was the fear that if he touched her, she’d disappear too.

But his need to reassure himself won out over his fear, and he wanted to let her know that she wasn’t alone, that she was safe and cared for, even if she wasn’t awake to realize it. Hesitantly reaching out, Fitz brushed an unsteady hand over the crown of Jemma’s head, smoothing her hair away from her face. She was still cool to the touch, melted ice leaving her hair a little damp, but she felt just as solid and present as she had in his dreams. He blinked, and she remained. He dared to stroke her hair again, more sure this time, and felt the traitorous sting of tears in his eyes.

The sound of footsteps startled him, and he quickly pulled his hand away, looking up to see Trip leaving the cockpit, where he’d been keeping the pilot company. Normally, Trip himself would have been flying them home, but he needed to be available in case Jemma’s condition worsened while they were in flight.

He raised his eyebrows at Fitz as he approached. “How’s she holding up?” he asked as he dropped down to kneel next to the gurney.

Fitz shrugged lightly. “Everything looks fine.”  

Trip nodded, then looked down at her. “So this is Jemma,” he said quietly.

Fitz nodded too, fighting the urge to reach out and touch her again. “Yeah.”

“She hasn’t aged any, has she?” When Fitz looked up, Trip gestured at her. “I mean, if she went to the Academy with May, she should look a lot older, right? But she looks like she could be the same age as you and me.”

“I have a few ideas as to why,” Fitz said. He’d been mulling it over in his head since they’d taken off. “But I can’t know for sure until I get some scans of the memory machine. Skye said she’d get that for me as soon as she could.”

Trip nodded, reaching up to rub at his jawline. “Well, I’ve got her vitals looking better, but it’s still too early for any sort of prognosis. If that machine was keeping her on a life support system, she went a long time without power to it. And there’s no telling what that thing did to her mind. We’ll have to wait until we get back and the doctors can do a full work up, brain scans, the whole nine yards.” Seeing that Fitz didn’t exactly look reassured, he gave him a bracing smile. “But from what I can tell, she looks to be in okay physical shape. It’s a start. Your girl’s a fighter.”

Fitz smiled wanly, looking down at his hands in his lap. Trip gave him a light clap on the shoulder before he stood to check the connection on Jemma’s IV drip, then moved away to go check on the rest of the equipment they’d loaded to bring back with them.

Fitz looked back down at Jemma, his faint smile still ticking up the corners of his mouth. She looked so peaceful, asleep. He blinked again.

Still, she remained.

-:-

When they finally touched down at the Playground hours later, Jemma was rushed straight to the medical wing, under the care of the best doctors they had available on base. All the reports that came back were positive: she was in excellent physical health, all things considered, and all of her brain scans showed normal activity, so brain damage was ruled out. That, combined with the data that Skye sent him from Siberia, led Fitz to theorize that rather than executing a full consciousness transfer, the machine had simply acted as a live neural feed directly into the system while preserving their bodies in a state of suspended animation. Zola’s creation had still been incomplete when Garrett volunteered. Garrett, as close to physical death as he had been before entering the machine, hadn’t been able to last as long as Jemma after the explosion had cut off power. Jemma was lucky to be alive.

While Fitz felt overjoyed that Jemma’s outlook was good, he was concerned that she had yet to wake up. The doctors explained that her being in a coma was likely the result of having the power to the machine cut, and not being released from the pod properly, however that procedure might have gone. Her brain had shut down all but the most critical processes in order to protect her body’s systems from the shock of waking up too quickly. They had every hope that she would wake up soon and make a full recovery, but for the time being, the best they could do was make her comfortable and wait.

Thus Fitz’s vigil began. He took up a spot in the chair next to Jemma’s bedside and refused to leave except to eat quick meals, or when he was chased off by a very confused and concerned Bobbi to get a scant few hours’ restless sleep in his bunk. He brought his tablet and various science periodicals, reading aloud anything he thought might interest her in the hopes that, somehow, she might hear him. He told her all about the lab, about all of the advanced equipment they had, and promised that as soon as she was awake and recovered, he would show her everything, just like he’d said in his dreams. He even played her music on his phone, a wide variety of styles, because he didn’t know what she preferred.

Everything Fitz did, he did with the hope that it would somehow encourage Jemma to wake up. He refused to consider the possibility that she might be in a coma for a very long time.

Sometime during the third day, Fitz was in the middle of reciting an in-depth article on stem cell research when he was interrupted by the sound of someone clearing their throat. Surprised, he looked up to see May standing in the doorway to Jemma’s room, watching him closely.

“Oh, uh--May,” he said, flipping his magazine closed and making to stand. “I’ll just, I’ll let you--”

She held up a hand to stop him. “You can stay. I wanted to talk to you.”

“Oh.” Fitz sank back down into his chair, feeling apprehensive. He’d been dreading any conversation with her, still not ready to share how much Jemma meant to him and why, but knew he couldn’t avoid her forever. He watched as May crossed the room to take the chair on the opposite side of Jemma’s bed and looked at her, silent and still in her hospital bed.

“I talked to the doctors,” May said at length, turning her gaze back on him. “You know there’s a good chance that she won’t remember anything.”

 _That she won’t remember you._ Fitz exhaled slowly, nodding before looking away. “Yeah. I know.”

He’d first thought of it after talking with Trip on the quinjet, but the reports from her doctors had only solidified his concerns. Without knowing exactly how the memory machine worked, and how much her consciousness in the system was separated from her physical body, they had no way to predict what she would and wouldn’t remember of her time there once she woke up. He hadn’t been able to bring himself to touch her anymore after he got the news, to hold her hand or stroke her hair. He worried that even though she wasn’t awake, he was already a stranger to her, and he imagined that she wouldn’t like waking up and finding out that someone she didn’t know had been so tactile. It plagued his dreams when he managed to sleep--Jemma opening her eyes and not recognizing him, having to start all over; or, worst of all, Jemma not wanting anything to do with him, period. His fears threatened to weigh him down and break his heart yet again, so he’d kept himself busy with articles and research, anything to take his mind off of it.

When May said nothing in response, he darted a glance at her. She was still watching him. “But--at least she’ll have you,” he managed. “She’ll remember you. That’s good, yeah?”

May pressed her lips down into a thin line. “When she wakes up, it’s not going to be easy for her. She’s going to need a lot of time to recover and adapt. Regardless of whether or not she remembers, you can’t let your feelings get in the way again. Do you understand what I’m saying?”

Fitz shifted uncomfortably. “I...think so.”

“She’ll need _friends_ ,” May said. “Don’t make things complicated. Don’t hurt her. The less stress she has to deal with, the better.”

Feeling chastised even though he’d yet to do anything wrong, Fitz nodded quickly. “No, yeah, of course,” he said. “I--I just want what’s best for her.”

“Good.” May turned to look at Jemma again, falling silent for a long moment. Then her face softened infinitesimally. “I saw a lot of her in you, back when I recruited you for the team.”

Fitz blinked in surprise. “Really?”

May nodded, still watching Jemma. “You’re cut from the same cloth. Obviously, you’re both incredibly smart, but she was always a little...odd, just the same as you. But you’re also highly competent, hard-working, and loyal. You’re some of the finest agents I’ve worked with.”

Fitz had no idea what to say in the face of what was both light criticism and heavy praise, coming from Melinda May. “Er, thanks,” he mumbled, scratching at his eyebrow. “I think.”

May graced him with one of her rare, small smiles before her expression evened out again. “When was the last time you ate?”

“Um...this morning?”

She rolled her eyes. “It’s almost seven in the evening. Go eat, Fitz.”

He shook his head, waving her off. “No, no, I’m fine, honestly, I could wait--”

“Fitz.” May cut him off with a stern glare. “ _Go eat_. I’ll let you know if there’s any change in her status.”

It belatedly occurred to him that May probably wanted to sit with Jemma alone for awhile, and he made a face at his own lack of social awareness as he stood, setting his magazine aside. “Right. I’ll just--” He pointed vaguely in the direction of the kitchen. “Food.”

He saw May slide her chair closer to Jemma’s bedside as he left, but he didn’t stick around long enough to see what else she did. He knew she valued her privacy, and he didn’t dare impugn on that.

-:-

On the morning of the fifth day, Coulson called him into the hall outside the medical wing.

“I know you’re worried about Agent Simmons, and I know you’ve got a lot on your mind right now, but we need you in the lab,” he said, his tone less than pleased.

Frankly, Fitz wasn’t terribly concerned about the lab. “The lab’s doing fine without me; Bobbi’s got it covered and we don’t even have anything high-priority right now--”

“That wasn’t a suggestion, Fitz,” Coulson said, cutting him off. “Bobbi may be the co-head of the Science Division but you know she splits her time between the lab and her duties as a specialist. It’s not fair of you to force her to run a one-man show. Besides, there’s nothing you can do for Simmons right now other than sit and watch. It’s a waste of your time--”

Fitz felt his temper flare. “It is _not_ a waste--”

Coulson held up a hand. “I’m not done yet. It’s a waste of time and resources. Yes, that means you. I still don’t understand what went down with you in Siberia, but it’s having a negative effect on the team. We might not have anything massively urgent right now, but there’s a whole backlog of projects that you and Bobbi need to clear out. She can’t do that alone; we need our engineer. Get back in the lab.”

He turned on his heel and strode off down the hall, leaving Fitz fuming in his wake. On some level, he understood what the Director was saying, but that didn’t mean he had to like it. And he didn’t. At all.

He went back to Jemma’s room to retrieve his tablet, and hesitated in the door on his way back out. He still felt a bit awkward, not knowing if she would remember him, but it didn’t feel right to leave in a huff. He sighed. “Rest well, Jemma,” he murmured. “I’ll be back as soon as I can.”

But by the time he made it to the lab, he’d worked himself up into an impressive snit, hardly caring that he made a few techs jump as he blew through the door, slamming his tablet down next to the computer at his station. Bobbi looked up from where she was tapping away at her own computer, frowning at the scowl on his face.

“Fitz?” she asked warily. “What’s wrong?”

“Give me something to do,” he demanded, pausing in the midst of pacing to run a hand through his hair. “Something on the backlog. Coulson’s orders. I need to stay busy or else I’ll go mad.”

Bobbi’s expression turned knowing. “Coulson kicked you out of medical, didn’t he.”

“Yeah, he did. But I don’t want to talk about it. Just--just give me something to do.”

Fortunately, Bobbi refrained from further comment or speculation. Instead, she picked up her tablet and stood, making a few taps against the screen as she approached him. “Here’s the results of my latest round of tests on the toxin for the night-night gun,” she said, handing him the tablet. “See what you think of it and let me know if I need to make any more adjustments.”

“Yeah, thanks,” Fitz said, looking over the data readout. “You know, Jemma had some--” He stopped abruptly, squeezing his eyes shut and pinching the bridge of his nose. Pain had flared in his heart at the thought of all the ideas she had shared with him, that now she might not remember. He swallowed it down. “I’ll get started on this.”

He turned away to sit down at his station, but Bobbi’s hand on his shoulder stopped him. “Don’t forget to talk care of yourself too, Fitz,” she said quietly, without judgment. “You won’t do yourself any favors if you end up dead on your feet.”

Fitz nodded without looking back at her, and she gave his shoulder a squeeze before she returned to her station. She was right; he knew that. Coulson was, too. He just couldn’t focus on anything besides Jemma waking up, and he wondered what it said about him that she was affecting him this much.

-:-

By the ninth day, Bobbi’s advice was ringing soundly in his head. His sleep schedule was still terrible, and nerves and worry kept his appetite down to a bare minimum. He was tired. He knew he looked like hell. All he wanted was for Jemma to wake up. Once that happened, once he knew she was okay, then he could rest.

He was on his way to the medical wing after dinner when he ran into May in the corridor. Her eyebrows raised when she saw him. “Fitz,” she said. “I was just coming to find you. Simmons is awake.”

His eyes widened and his mouth fell open, relief and apprehension hitting him at the same time. “She is?” he asked, feeling his stomach flip. “Is--is she okay?”

May nodded, looking about as happy as he’d ever seen her. “She’s fine. She’s alert and talking, and she responded well to all of her tests. She’s just tired, that’s all.”

He breathed out a sigh of thanks, but could barely manage to get his next question out. “Does--did--does she remember anything?”

This time, May’s expression betrayed nothing. “I think you had better go see her.”

Then she briefly touched his arm before moving to go past him and continue on down the corridor. Fitz watched her go for a moment, blinking rapidly as he found himself at a loss for how to judge her response. Then he turned and all but ran for the medical wing.

Physical contact was unlike May, but her words gave him neither hope nor defeat. His mind raced as he ran, overjoyed that Jemma was awake, but even so, he reminded himself that he couldn’t get his hopes up; she might not remember anything. His steps slowed as he approached her room. The last thing he needed to do was frighten her by bursting through her door, a total stranger, and demand answers.

He came to a stop just outside her door, clenching his hands into fists as he schooled his features and took a deep breath. He could do this. No matter the outcome, no matter his feelings for her, he would do his best to be kind and generous and a source of support for her as she reacclimated to life in the real world. That was the very least he could do for her.

He reached out to lightly rap his knuckles on the door frame as he came to stand beneath it. Jemma’s bed had been repositioned so she could sit up, and she reclined against the pillows now, her hands folded in her lap. Fitz could only look at her in awe, still half in disbelief that she was there, she was real, and she was alive. There were still dark shadows smudged beneath her eyes, but there was a bit of color to her cheeks now.

Jemma looked up at the sound of his knock, and their eyes met. She stared at him in silence for what felt like an eternity, her expression faintly surprised. Then, suddenly, her eyes filled with tears.

“Fitz?” she whispered.

He sagged against the door frame as his knees went weak, nearly bowled over with shock and a wary hope that had him feeling lightheaded. “You--you remember?” he asked, his voice hoarse.

Her mouth trembling, Jemma merely nodded.

It took everything Fitz had within him not to collapse to the floor as he was hit with a wave of incredible, stunned relief, unlike anything he had ever felt in his life before, not even when they’d found her. His breathing became quick and shallow. He wanted to run to her, wanted to wrap her up in his arms and sob in thanks, but he didn’t know if it would be welcomed. Undoubtedly confused and with her real body back, Jemma could have had a change of heart from the way she’d felt in his dream world. But then the tears in her eyes spilled over and she weakly reached out a hand to him, and Fitz forgot all of his doubts.

He was at her side in an instant, framing her face with his hands and pressing his forehead to hers, closing his eyes against the overwhelming emotion rushing through him. She whispered his name again as her fingers curled around his wrists before reaching up to stroke along his cheekbones, and Fitz breathed out his incredulous thanks to any and every deity that was listening, over and over again. Then he moved to press soft, quick kisses to her forehead, her cheeks, her jaw, tasting the salt of her tears and feeling like he might die of happiness. Jemma felt just as real as she had in his dreams--the warmth of her skin, the silkiness of her hair, the thrum of her pulse beneath his fingertips--but the beauty of it was magnified a hundredfold because now, when he opened his eyes, she was still there.

Jemma pulled back just enough to look up at him, still running her fingers over his face, and smiled through her tears. She laughed shortly, as much a sob as it was still an expression of joy, and laughed again, staring at him with just as much awe as he felt. Giddiness bubbled up between them, and he couldn’t help but lean in to kiss her properly, firm but sweet. Even more joy surged within him as she responded in kind. Then they were both pulling apart, ducking their heads back together and laughing and crying, completely caught up in each other, unable to process that the universe had granted them this chance.

“Fitz,” Jemma breathed again, her fingers twisting into his cardigan. “May told me what happened, but I still don’t understand--”

“It was a form of cryosleep,” he said, wiping away the last of her tears with his thumbs. “It had to be. That’s the best I could guess from the scans we got. There’s no other way to explain it.”

“I didn’t know,” she said, and laughed quietly again. “I had no idea that would happen; there was nothing in the records about it, about the life support, and I--I honestly believed I was dead.”

Fitz exhaled shakily. “When the call came over the radio, I...I couldn’t believe it.” Looking behind him, he pulled the chair by her bedside closer so he could sit down in it and still be able to reach her. Taking one of her hands between both of his and resting them on the bed at her side, he gave it a squeeze. “But there you were. You...you looked just like you did in my head.”

Jemma smiled softly at him, and the affection written clear across her face made something catch in his chest. “You look the same too,” she said, still smiling. “As you did in my--well, not my head. That’s not the right word, I know. I...don’t really know how to explain it, what my...awareness was like. But I could see you, all of you, inside the base. Just as close and as real as if I were standing right next to you.” Her smile turned wistful. “Like I could reach out and touch you, if I wanted to.”

A memory flashed through Fitz’s mind, of the way they’d moved together on her bed in his dream, how her hands had roamed over him, how she’d seemed to marvel at being able to touch him, feel him. He remembered how he’d whispered his fear that none of it was real, and how she’d taken his face in her hands and reassured him that it was every bit as real as they both felt it was. His cheeks grew warm, and he smiled a bit shyly, looking down at her hand in his. A slight twist of his wrist let him lace his fingers through hers, a tactile reminder that she _was_ touching him. Once again, he soaked in the feeling of being able to touch her, to feel the miracle of her flesh and bone beneath his hands in the waking world. “Now you can,” he murmured, giving her hand another squeeze.

Jemma’s eyes closed briefly as she relaxed back against her pillows, smiling, squeezing his hand in return. She suddenly looked exhausted; their display of emotion had clearly sapped what meager energy reserves she had. When she opened her eyes to look at him again, her expression was curious. “Fitz?” she asked.

He ran his thumb over her knuckles. “Yeah?”

“What were you going to say? In that last dream together. You got cut off before you could speak.”

Fitz bit his lip. He knew very well what he had meant to say-- _I love you_ \--but now, remembering May’s warning, the time didn’t feel right. He didn’t doubt that Jemma cared for him, but with her having just woken up in a new, unfamiliar world, he didn’t want to burden her with his feelings. They had time enough for that now, to work their way up to it together. He was in no rush, not anymore.

So his smile was genuine as he reached out to brush a stray strand of hair away from her face. “It’s not important right now,” he said. “There’ll be time later. You should rest--you look wrecked.”

Thankfully, Jemma didn’t press him. “I have so many questions,” she said, looking up toward the ceiling. “About what happened to me, everything that I’ve missed...there’s so much. I’ve been gone for _years_. But--” She was interrupted by a yawn; she looked back at him sheepishly. “That came on quite suddenly. I can barely keep my eyes open.”

Fitz squeezed her hand again. He couldn’t seem to stop, little touches and gestures to keep reminding him that she really was there, present and real. “You’ll get your strength back. One step at a time, Jemma. When the doctors clear you...if you want...I could show you around. Get started on answering all those questions.”

Her eyes slipped shut on a smile. “I’d like that.” She was silent for a long while, and Fitz watched as her breathing slowed and evened out. Then she swallowed. “Will you stay? Until I fall asleep, at least?”

“Yeah.” Fitz’s chest ached with the tenderness he felt for her at that moment, and he leaned forward to brush a gentle kiss against her temple. “I’ll stay as long as you like.”

Jemma’s smile widened slightly before her entire body relaxed with a sigh. It wasn’t long at all before she fell into a deep sleep. Fitz stayed for a long time afterward, still holding her hand in his, watching as she slept and memorizing the slight rise and fall of her chest as she breathed, the fan of her eyelashes against her cheek, and feeling profoundly thankful for the circumstances that had brought her back to him, and brought them back together.


	9. Chapter 9

**Notes for the Chapter:**

> Music aesthetic - [Craig Armstrong - Portuguese Love Theme (Love Actually)](https://www.youtube.com/watch?v=qRJ4iwGe22Y)

Jemma’s recovery went far better than anyone could have hoped for or expected. The doctors completely cleared her and discharged her from the medical wing only two days after she woke up, with instructions to take it easy and not overdo things while she built her endurance back up. Then she moved into the bunk that had been cleaned out for her, and immediately started immersing herself in her brand new world.

First, Fitz took her on a tour of the Playground just like he’d promised. He showed her the kitchen and the common area, making sure to tell her where he hid his stash of proper English tea and biscuits, saying she could help herself. He pointed out Coulson’s office and the exercise room, where they found Trip and Hunter. They were more than happy to take a break and show her all of the equipment they had on hand, and Trip offered to consult with Bobbi and come up with a few small, short exercises she could do to help regain her stamina. Jemma, clearly touched by their thoughtfulness, agreed to give whatever they came up with a go.

Then Fitz took her by the hangar to show her the Bus. Jemma was surprisingly emotional about it, her eyes wet and hands trembling slightly as she walked ahead of him up the ramp to see what had formerly been the lab. He watched as she turned in a slow circle, taking everything in, then gave him a small, warm smile.

“All of the equipment’s gone, but otherwise it looks just the same as it did when you showed me in our dream,” she said, taking a step toward him.

Fitz smiled back, holding her gaze for a moment before forcing himself to look away, May’s warnings ringing clear in his head. He hadn’t been able to keep his emotions in check when she’d first woken up; but now, several days later, he could. He didn’t act cold toward her, but he was being very careful to keep a respectful distance between them. It pained him to do so--he’d seen her start to reach out for him several times, only to stop herself with a small frown when he didn’t respond in kind. He wanted nothing more than to let her take his hand, but he told himself that it was for the best. He was putting Jemma’s well-being first, instead of focusing on what _he_ wanted.

“Do you want to go up and see the main cabin?” he asked, looking back up at her. “Or would you rather go see the lab?”

Jemma had frowned again, but in a blink it was gone, replaced by a smile that was just a little too bright. “The lab, I think,” she said, folding her hands in front of her as she approached him. “I’m honestly not sure how much more I can handle today, and I’d really like to see everything you have there. If you don’t mind?”

He nodded. “No, yeah, that’s fine. Come on.” He gestured for her to follow, and as she drew up alongside him, his hand automatically went to rest at the small of her back. He flinched and immediately pulled it away, wincing at himself. _Easy, now._

Just as Fitz had predicted, Jemma seemed positively enchanted by the lab. She was very impressed by the advances made in technology and research since her time, and asked for hands-on demonstrations of everything, eager despite her flagging energy. He couldn’t help but smile at her enthusiasm, thinking back to the hours they’d spent discussing science in his dream. Jemma was truly in her element.

After he finished showing off all of his projects and equipment, he let Bobbi take over. She introduced Jemma to the computer station that would hopefully be hers if she chose to stay, bringing up analyses and reports to show her and explaining how all of their data and information could be synced up between devices, and even sent to the Bus while it was in flight.

When they were done he escorted her back to her bunk, and she paused in the doorway with a tired smile.

“Thank you for everything, Fitz,” she said, tucking her hair behind one ear. “Truly. The lab is wonderful. Everything is, and everyone has been so welcoming. I...I think I might like it here.”

“Yeah?” Pleased warmth pulsed in his chest. She hadn’t made a decision yet on whether or not she would stay with S.H.I.E.L.D., and he’d desperately (selfishly) hoped she would. “That’s--that’s good, yeah. I’m glad.” He scratched at his eyebrow. “So...you think you might have a nap? I know I’ve run you ragged today.”

Jemma’s smile turned fond. “Oh, no, you haven’t. But I definitely think a nap is in order.” On cue, a small yawn split her face, and she flushed with embarrassment. “Excuse me, I’m sorry. I’ll...I’ll see you later, then?”

Fitz nodded. “Yeah. I’ll come by when it’s time for dinner.”

She nodded back in reply, and looked as if she wanted to say something else, but instead fixed her smile more firmly on her face. “Thank you, Fitz.” She turned to head for her ensuite bathroom, and Fitz took that as a clear dismissal. He shut her door with a soft _snick_ , then blew out a breath as he passed a hand over his face. Keeping his distance, he realized, was not going to be easy.

A week later, Jemma flew to England to spend a few days with her parents. Skye had tracked them down while Jemma had been in her coma, and after she’d woken up, she’d contacted them, then spoken with them via video chat. They were understandably shocked and bewildered to learn that their daughter was alive, and even more so to find that she hadn’t aged, but they were overjoyed all the same. Coulson had cleared her for a visit as soon as she felt able to go.

Fitz was a little irritated that Hunter had been assigned to accompany her, rather than himself or May. It wasn’t that he didn’t trust Hunter to take care of Jemma, but more that he felt she needed someone who was a little more familiar with her for support. He couldn’t help but wonder if May had any part in that decision, though, and he grudgingly admitted to himself that if she had, she was probably right. Jemma didn’t need to keep herself isolated to just a few people during her recovery; she needed opportunities to bond with the rest of the team, too.

She was making good progress in that department. A few times on his way to and from the lab, Fitz spied May and Jemma standing together in the kitchen, preparing mugs of tea and coffee or making a meal, deep in conversation. Sometimes he stopped to watch for a moment, half hidden in the doorway, and he couldn’t help but smile. It was nice to see Jemma so relaxed and comfortable in her surroundings, connecting with an old friend who obviously meant a lot to her. For her part, May looked as composed as ever, but there was a lightness to her now that he’d never seen before. She smiled more often. The change was subtle, but Fitz found that he liked it, and he hoped it would stay.

Jemma also got along very well with Skye and Bobbi. Skye had taken to her immediately, and drew great pleasure from introducing Jemma to all of the pop culture that she’d missed out on. She gave her a notebook in order to make a list and keep track of all the things she wanted to learn about and explore. A very amused Coulson pointed out that Steve Rogers had done much the same thing after being de-iced himself, and Jemma--who had been introduced to the mythos of Captain America while at the Academy--was excited to learn that she had something in common with the man, even if it was a bit morbid. In her eyes, it was one step closer to Peggy Carter, her hero.

Just before she’d gone home to visit her parents, Jemma disappeared off base with both Skye and Bobbi for the better part of a day. When he asked, Hunter told Fitz that they had gone out for what he termed ‘female bonding nonsense’, but May assured him that they had simply taken Jemma out to buy her some clothes of her own. She’d been borrowing from Skye and May ever since she’d been discharged from the medical wing, and Coulson considered it a justified use of S.H.I.E.L.D. funds to furnish her own wardrobe. Fitz couldn’t help but feel jealous again of the time others got to spend with Jemma while he himself held back, but--again--he had to admit to himself that several hours spent at the mall clothes shopping was not exactly his idea of a good time.

“Best to just leave them to it, mate,” Hunter said, clapping him on the back. “Trust me, you do _not_ want to be left sitting outside the changing rooms. It’s boring as sin and then she’ll keep coming and going with all the clothes she wants to try on, asking you if you think they make her bum look big. And _that_ is a very dangerous, loaded question with no right answer. You can’t win. The next thing you know, you’re sleeping on the sofa for a week.”

“That’s very specific,” Fitz muttered as he followed him into the kitchen.

Hunter shrugged and opened the refrigerator, retrieving two bottles of beer from the bottom shelf. “I’m just trying to look out for you. You know, advice, man to man, from someone who has been there and doesn’t want to see you make the same mistakes. That sofa was not good for my back.”

Fitz frowned. “You do realize that we’re not actually in a...I mean, we’re not…”

Straightening, Hunter handed over one of the beers and shut the fridge with his foot. “Okay, maybe you’re not right _now_. But we all heard about how you went mental in Siberia, and I’ve seen the way you look at her. _And_ \--” He grinned. “I’ve seen the way _she_ looks at _you_.”

Fitz barely managed to restrain an eyeroll. “She does not _look_ at me.” That was a lie. He knew it was a lie. She’d checked him out before she had a corporeal body, after all. But the lie was what he told himself to keep his actions firmly in check.

“Whatever helps you sleep at night,” Hunter said, seemingly reading his mind. He moved past him and back toward the common area. “But I really don’t think it was Bob’s bum she was checking out in the lab the other day.”

Fitz stumbled mid-step. “What?!”

Hunter laughed. “I’m just saying, Fitz. She’s looking.”

Bobbi, Skye, and Jemma didn’t return to base until early in the evening, a babble of excited chatter signaling their arrival in the corridor. Fitz looked up from his seat on the couch with Mack and Hunter in the common area, still nursing their beers. Bobbi and Skye came through the door, each of them loaded down with shopping bags, bright smiles on their faces.

“Good, you’re all here!” Skye said, looking at everyone spread across the couches and armchairs. “So, we’ve had a long, but ultimately successful, day. Allow us to present to you the new and improved Jemma Simmons!”

She and Bobbi both moved to the side to reveal Jemma, who had been hidden behind them. She stepped forward with an exasperated eyeroll.

“It’s not a fashion show, Skye,” she admonished, but she was smiling, a hint of shyness showing in the slight duck of her head. Fitz, meanwhile, could do nothing but drink the sight of her in.

She was dressed differently from when she had left that morning, obviously having changed into an outfit they had bought while they were out: dark jeans and black ankle boots with a pale purple patterned blouse under a black cardigan. She’d obviously been by a makeup counter, too; her face was lightly done up, the subtle colors only enhancing her natural beauty. However, the most striking difference was her hair. She’d gotten it cut, and it now fell in choppy waves to just above her shoulders. Overall, Fitz thought she looked lovely, much more like herself, her new clothes better suited to her personality than the dark tees and tall boots she’d been borrowing.

Next to him, both Hunter and Mack raised their beer bottles in a salute. Trip grinned, clapping his hands. “Looks like you ladies really did have a successful mission today,” he said, and both Skye and Bobbi nodded enthusiastically, looking at Jemma with pride. Her cheeks had flushed prettily, clearly pleased by their reaction, but she wasn’t looking at them--she had eyes only for Fitz.

His breath caught in his throat. It suddenly felt like they were the only two people in the room, and he desperately wanted to go to her, to take her hands and twine their fingers together, to tell her she looked beautiful and that he was so happy she seemed to be settling in well. He wanted to thread his hands through her new hair and kiss her, May’s warning be damned. If the look in Jemma’s eyes was anything to go by, she wanted the same. His stomach clenched. But--no. It was still too soon; Jemma was still adjusting.

Bobbi wrapped an arm around Jemma’s shoulders. “She looks great, doesn’t she! Right, Fitz?”

“Huh--what?” Fitz tore his eyes away from Jemma to look up at Bobbi. “Oh. Right. Yeah, she--she does.” He looked back at Jemma and smiled. “You look nice.”

Jemma’s smile widened as her blush deepened. In his periphery, Fitz noticed movement. When he turned to look, he found Hunter crossing his arms and giving him a suggestive eyebrow waggle. Fitz looked away. He didn’t need any encouragement from Hunter. Giving in and letting himself openly desire Jemma right now was a recipe for disaster. He swallowed and tugged at the collar of his shirt, sure he could feel May’s eyes boring into the back of his head, even though he knew she wasn’t in the room.

A few weeks into Jemma’s recovery, she received full clearance to return to active duty as a S.H.I.E.L.D. agent if she so wished. She’d made it clear that she wished to stay with the organization, not sure what else she would do with her life; Coulson had been pleased to bring her aboard. Bobbi also recommended that Jemma replace her as the co-head of the Science Division. They were sure that, with Fitz’s help, Jemma would quickly fill in the gaps in her knowledge and adjust to the new technology available to her. Bobbi was all too happy to step down and let Jemma take over.

“I still can’t believe you solved the night-night gun problem,” Bobbi said as she finished getting Jemma up to speed. “That was a thorn in our side for nearly two years, and you cracked it in two weeks!”

Jemma smiled. “Sometimes you just need an extra pair of eyes, that’s all.”

“We really appreciate it,” Fitz added. “This could really revolutionize how we operate in the field.”

“And see this?” Bobbi said, pointing at Fitz. “See this grin? Enjoy this. I don’t think I’ve ever seen him smile so much.”

Fitz ducked his head, grumbling under his breath, but it was completely without malice. Bobbi was right--finally figuring out the night-night gun had put him in a very good mood, feeling accomplished for the first time in ages. Jemma just beamed at him, pride shining in her eyes.

“Now, Jemma, if you have any questions about the filing system, or any of the methods I’ve been using, please feel free to ask,” Bobbi said. “That goes for any of my research, too. I’ll still be around, I’ve just switched gears.”

“So eager to leave,” Fitz murmured, in a rare fit of teasing humor.

Bobbi laughed. “You know I’ve enjoyed working with you, Fitz, but it’ll be nice not to have to split my duties. I’m looking forward to being a full-time specialist again. Besides, if I never hear ‘B is for blue is for biological’ again in my life, it will still be too soon.”

Jemma’s eyes lit up. “What is that for?” she asked.

“It’s part of our methodology for cataloging samples out in the field, and here in the lab,” Fitz explained. “I came up with it myself.”

“And god forbid you ever forget or get it confused, even once,” Bobbi added, rolling her eyes.

Fitz scoffed, planting his hands on his hips. “It’s a very good system! And very easy to remember, too.”

Jemma laughed. “Oh, that sounds clever! I love it. I imagine it’s not hard to classify, either--perhaps something like ‘C is for clear is for chemical’--”

“That is _exactly_ what I designated--”

“Or ‘M is for magenta is for mineral’--”

Bobbi laughed again, taking a step back from them with a knowing smile on her face. “And _that_ is my cue to leave. I love you guys, but I’m out. Jemma, don’t forget to ask if you have any questions.” Then she turned and strode from the lab, leaving Fitz and Jemma alone.

He raised an eyebrow at her. “Are you ready for this?”

Jemma took in a deep breath, smiling bravely as she clasped her hands in front of her. “As ready as I’ll ever be, I suppose. What first?”

“Well, first we’ve got to finish up this analysis Coulson had us running,” he replied, motioning for her to follow him to his station. “After that, though, we should probably work on fine-tuning the night-night gun…”

Time passed. As the days wore on and Fitz got to know Jemma better, he began to learn all sorts of things about her that they hadn’t had time for in his dreams. He learned that she took her tea with cream and just a small dash of sugar, complaining that he made his far too sweet. She loved astronomy and had fond memories of stargazing as a child with her father. She was very keen on fitness and nutrition, which didn’t surprise him in the least, given that biochemistry was her focus. She joined Bobbi in the exercise room most mornings before breakfast, starting out with a slow walk on the treadmill and working her way up to a brisk jog.

In a lot of ways, learning more about Jemma just reinforced Fitz’s belief that they were well-suited to each other, a perfect match. But sometimes, she surprised him. For instance, he didn’t think he would ever understand her affinity for ‘90s pop music.

He’d occasionally heard the thumping bass of loud music coming from Jemma’s bunk, or Skye’s, while he was walking through the residential wing, but he’d never been curious enough to investigate further. He was more than happy to leave the pop culture duties to Skye; he was much more comfortable sticking to science and technology.

He was on his way to the kitchen one evening to refill his empty mug of tea, when he heard music coming from the common area. It was upbeat and loud, something he remembered hearing when he was younger, but much too bubblegum for his tastes. He shook his head to himself; it was probably Skye showing Jemma more things that she’d missed during her time away.

As he drew closer, he thought he heard the sound of someone--likely Skye, again--singing along. But nothing could have prepared him for what he saw when he came through the door.

It was indeed Skye and Jemma playing pop culture catch-up, but they had taken it to a new level. Skye had a music video playing on the television--Britney Spears, he was dismayed to note--and she and Jemma stood before it with their shoes off. _Dancing_ . They were dancing along to a ruddy Britney Spears video and he could _not_ look away.

Jemma was by no means a natural dancer, but Fitz’s mouth still went dry as he watched her move to the music, her hips swaying enticingly. He’d held onto those hips, knew how they felt, and seeing her twist and curve them now was not very helpful for his state of mind. He needed to leave. But he couldn’t seem to stop staring.

Moving in unison, Skye and Jemma spun in a turn. Skye did a double-take when she saw him standing there, and shrieked as she broke form to dive for the television remote and pause the video. Jemma stopped, too, crossing her arms over her stomach and looking a little self-conscious at having been caught.

“Fitz!” Skye cried, beckoning him forward. “Check it out! Jemma never got to hear ‘Baby One More Time’ so I’m teaching her the words _and_ the dance! This is great!”

It was only then that Fitz realized he was standing there with his mouth hanging open; he quickly snapped it shut. “Is it?” he asked faintly, not moving.

“Yes!” Skye enthused. “I’m getting to share my childhood with her. We’re having a blast. Right?”

“Right,” Jemma confirmed, watching Fitz and biting her lip to hide a smile.

“Oh! And guess what!” Skye continued. “Next we’re doing ‘Bye, Bye, Bye’ because Jemma missed out on that too, and--I know your hair’s shorter now so you don’t have the curls, and they were the wrong sort of curls anyway, but--you could totally be our Justin.”

Fitz’s preoccupation with Jemma’s hips was suddenly doused by abject horror. “Uh-- _no_ ,” he said, holding up his free hand to ward Skye off. “No. I--There will be no dancing. Or singing. Not from me.”

Skye gave him an exaggerated pout. “Aw, are you sure? I’ve never seen you really let loose, and I’ve got to admit, I’m pretty interested in seeing it.”

He bet she was. Jemma gave him what could only be described as a saucy smirk. “Can we convince you to change your mind?” she asked.

Fitz gulped. “Ah--I’ve got some reports running in the lab right now, and I only meant to step out for a minute--” He gestured with his empty mug. “So, I’ll just--I’ll leave you ladies to it. Right.” He turned on his heel and all but ran for the kitchen, Skye and Jemma’s combined giggles following him.

He found May at the counter next to the sink, pouring herself a cup of coffee. She nodded a greeting at him as he went straight for the electric kettle, busying himself with preparing another mug of tea.

“You missed it earlier,” May said conversationally after a moment. “They were dancing to the Spice Girls.”

Fitz shuddered delicately. “I don’t understand how anyone can listen to that crap.”

May didn’t immediately reply, and when he looked up, she was hiding a small smile behind her coffee mug. “Simmons always did want to be Posh Spice,” she murmured.

He blinked at her, not comprehending. The idea of Jemma genuinely enjoying trashy pop music just didn’t compute with him. Finally, he pushed away from the counter.

“You know what? It’s late,” he said. “Think I might have a beer instead and just...right. Beer.” He drained his mug and put in the sink, then quickly stepped past May to open the fridge and grab a bottle. Out in the common area, he heard the first few notes of N’SYNC hit, followed by Skye cheering. Shuddering again, Fitz quickly exited the kitchen and headed back for the lab, and he swore he heard May laugh as he went.  

Not everything about Jemma’s recovery was easy and carefree, however. She was prone to long bouts of silence, appearing pale and withdrawn, and sometimes she lost her focus while she was working. In the first days after she woke up, she had trouble adjusting to being out and about, like coming back from spending seventeen years without her senses had overstimulated her and driven her into sensory overload. Loud, sudden noises startled her. She didn’t have much of an appetite and could barely keep food down. The bustle of the lab in the daytime made her anxious, so she took to working in the evenings. Fitz adjusted his schedule as much as he could to accommodate her, but sometimes he got the feeling she preferred to be alone, so he let her have her space.

There were other things, too. Though Jemma said her visit to her parents had gone well, Fitz noticed a certain sadness about her after she returned that pervaded for days, and she dodged any attempts from him or Skye to talk about it.

A week or so later, Fitz headed to the stockroom to pick up some supplies needed to repair a broken hard drive. He hadn’t expected to meet anyone on the way due to the late hour, so he was surprised when he opened the stockroom door to find Jemma inside, her arms crossed and shoulders shaking.

“Jemma?” he asked, immediately concerned.

“Oh!” She’d spun to face him, startled, and ducked her head so he couldn’t see her face. “Fitz! I’m--I’m sorry, I didn’t expect anyone to come here this late; I just needed a quick moment alone--”

He let the door shut behind him, leaning forward to try and look her in the eye. “What’s wrong?”

“Nothing, nothing!” She swiped hastily at her cheeks, which he noticed were wet with tears. “I promise, Fitz, I’m--I just need a moment. I’ll be fine. Here, I’m in your way; I’ll let you get what you need.”

She moved to brush past him for the door, but he gently caught her arm to stop her. “Jemma, please.”

After a pause, Jemma sighed and looked away, her shoulders slumping in defeat. “I...I’ve been thinking a lot about my parents.”

“Oh?” Fitz asked. “Do--do you want to go back?” She still hadn’t decided whether or not she wanted to stay with S.H.I.E.L.D., and he had the sudden fear that perhaps she wanted to leave and return to Sheffield for good.

“No. Oh, no, nothing like that.” She waved his concern away. “It’s just...I don’t think they quite knew what to do with me. Obviously, they were thrilled to find out I was alive, and happy to see me, but...they’ve already had seventeen years to grieve. They’d accepted that I was gone. It was a lovely visit, truly, but--a bit awkward at times.” She paused to wipe away another errant tear. “I must have looked like a ghost to them. They’ve grown older, moved on and changed, and I haven’t.”

“I’m sure that doesn’t matter to them,” Fitz murmured. “They’re just glad to have you back.”

Jemma smiled slightly, but it was pained. “It’s the same with any friends I had,” she continued. “Skye helped me look some people up and--they’re all either dead, gone Hydra, or they’ve moved on as well. I don’t fit into their lives anymore.” She shook her head. “I know it’s a ridiculous thing to feel, because I’m surrounded by so many people here, but I feel...cut off, sometimes. Alone.”

Fitz felt his heart break a little. “You know that’s not true, right?” he said. “You’re not alone. You’ve got May here, and she cares about you. Skye and Bobbi, too. And--and Trip. Even Hunter cares.”

She looked up at him, her eyes large and sad. “And what about you?”

Fitz’s chest constricted as a wave of longing hit him, so similar to the ones he’d felt in Siberia that it took his breath away. His resolve nearly crumbled in that moment, his heart screaming for him to ignore everything May had told him and just _be_ there for her. But he couldn’t. She needed a friend, not a lover. That didn’t mean he could lie to her, though. “You’ll always have me, Jemma,” he said quietly.

Somehow, his reassurance only seemed to upset her further. Her lip trembled as fresh tears sprung to her eyes, and she took a halting half-step toward him. Confused, he could only frown at her. “I--I know you don’t--” she stammered, looking wretched, “but please, just for a moment--”

 _Oh, to hell with it_. Fitz couldn’t ignore or turn away from her, not when she was so visibly hurting. He reached out to gather Jemma into his arms, snugging her close against his chest; she immediately wrapped her arms around his waist, holding on tightly, and turned her face into his neck. He closed his eyes and tried to focus on calming her down, rubbing circles into her back and murmuring soothing words of comfort: all the things he’d been wanting to say to her, but hadn’t let himself. Eventually, she stopped shaking as she cried herself out, her breathing evened out, and when she started to go slack against him, Fitz realized she was half-asleep in his arms.

He gently prodded her awake, then walked her back to her bunk. His broken hard drive could wait. Jemma mumbled her thanks at him, and when she looked up at him with puffy, bloodshot eyes, he couldn’t keep himself from brushing a kiss against her forehead. He thought he heard her breath catch as he leaned in, and when he stepped back, she smiled softly at him. But he forced himself to compartmentalize again, bidding her a good evening and retreating back to the lab with a storm raging in his chest.

There was no way he could deny the obvious look of disappointment on Jemma’s face as he left, and he didn’t know what to do about it.

Days turned into weeks turned into months, and Jemma’s presence at the base became so normal and expected that it was like she had always been a part of the team. She fit in and adapted to her new circumstances so well that it was easy to forget she’d missed decades of her life. On a more personal level, she and Fitz had built a solid relationship professionally--they worked together seamlessly, bouncing ideas back and forth, building on them, complementing each other perfectly. More than that, they’d become true friends. She brought out a softer side of him, smoothing out his rough edges and making him smile more, laugh more. Jemma was truly the person he wished he’d had beside him his entire life, someone who understood him on a fundamental level and challenged him intellectually, but who was also content to spend an evening sitting in the common area, quietly watching a documentary on the Amazon rainforest. She was everything he’d known she could be.

While he was profoundly thankful for Jemma’s friendship and didn’t take one second of her time for granted, there was still a hole in his heart that had yet to be filled. He still loved her, still longed to be with her as something more than friends. If anything, what he felt for her had only grown stronger. He could still remember how it felt to hold and kiss her, to feel her hands on his face. In those respects, he missed her terribly.

He’d taken May’s words seriously, so he’d kept his distance. Over time, Jemma’s hopeful glances and reaching hands had gradually faded away, to the point where Fitz feared her affections had cooled. He’d been so concerned with not wanting to hinder her recovery that he’d convinced her he didn’t want her, and he’d missed his chance. Typical, really. He shouldn’t have been surprised that his disastrous track record with relationships would also extend to Jemma.

But still, he had her friendship at least, and he reminded himself that it was better than nothing. It was still a gift to spend his days working alongside her, basking in her mere presence. It was enough. It would have to be.

One afternoon, they were both staying late in the lab to finish a run of tests on some strange mineral samples that had come in from the field, and while they waited, their topic of conversation turned to dinner.

“Are you sure I can’t talk you into eating a salad?” Jemma asked, a teasing glint in her eye.

“No, I’m afraid not,” he replied easily, dropping into the chair at his station. Jemma followed, crossing her arms and leaning a hip against the lab bench. “I need something with actual substance, Jemma, not that rabbit food you prefer.”

She laughed. “It’s good enough for Trip,” she pointed out.

“Yeah, well, Trip and I have very different ideas as to what constitutes a good meal.” Fitz leaned back in his seat, linking his fingers together over his stomach. “And while I know there’s probably leftovers of what Mack made last night--he’s a great cook, don’t get me wrong--I dunno. I’m feeling in the mood for something a little different.”

“Oh,” Jemma said. Then she swallowed, and when she spoke again, her voice had gone oddly high-pitched. “Do you think maybe we could...go get something together, then?”

Fitz frowned. “You mean, like takeaway?”

“No--not that.” She bit her lip. “I meant--us. Together. Someplace nice.”

His eyes widened as he felt his heart begin to hammer uncomfortably in his chest. “You mean...a date?”

“No!” Now Jemma looked almost panicked, unfolding her arms to twist her hands together in front of her. “I mean, _yes_ , like a date, but--it doesn’t have to be, if that’s what you want. I--I understand if having me around all the time now has...changed things for you, made things different--”

Fitz sat up, thoroughly perplexed. “Wait, wait...what?”

Jemma stopped, her eyebrows drawing together as she frowned and looked away. “I have a confession to make,” she said at length, her voice small and hesitant. “And please just let me say it. I’ve been...confused, and a bit sad and hurt, ever since I woke up. That first night, you were wonderful, and I’ve never felt so happy, but then, after that...you’ve been distant. You--you’ve kept yourself away from me. And I don’t quite understand why. I’ve wondered if it was something I’ve done wrong, or--”

Utter dismay crashing over him, Fitz opened his mouth to speak, but Jemma held up a hand to stop him. “Please let me finish. I wondered if Section 17 was still enforced, but I didn’t want to ask. It felt inappropriate.” She took in a deep, shaky breath. “I thought that after what we’d shared, in your dreams, that maybe you and I...oh, I don’t know what I’m saying. I want to be with you, Fitz. More than anything. But--I’ll understand if you’re no longer interested.”

Fitz groaned, leaning forward to press the heels of his palms into his eyes. “Christ, no, that’s not it at all, _no_.” He wasn’t sure he’d ever felt so ashamed. “I’m... _very_ , very interested. Before you woke up, May spoke to me--”

“Oh, it was May?” Jemma’s voice was now equal parts exasperation and fondness. “Did she give you the talk, did she scare you off--”

“No.” He blew out a breath and sat back up to look her in the eye. “Well--maybe. She said I--I let my personal feelings get in the way of the mission in Siberia, and she was right. I wouldn’t change a single thing I did, but she was right.”

He gave Jemma a weak smile, and she tentatively returned it.

“She said I couldn’t do it again,” he continued. “Not while you were healing. She said you needed a friend, not--” He waved a hand vaguely between them. “Not what we were. Not anything more. She said it would only cause you stress, and--Jemma, the _last_ thing I wanted to do was hurt you. I wanted you to recover, and if that meant setting my feelings aside so you could, then I would. I’d do it again. I just want what’s best for you.”

This time, Jemma’s smile was more genuine, and she reached out to take one of his hands, folding it between both of her own. “That’s...very sweet, Fitz. Very noble.” She brushed a thumb over his knuckles. “And perhaps May was right. But I’m ready now.”

Hope was a single candle flame flickering brightly in Fitz’s chest. “Yeah?”

Jemma nodded, that same hope reflected in the new surety in her eyes. “I think we should get dinner.”

“Alright,” he replied, a slow smile blooming on his face.

They stayed that way for a long moment, grinning at each other, their nerves alight with joy and excitement, unwilling to let go. Jemma came back to her senses first.

“So--how much time do we need?” She checked her wristwatch. “Half an hour? Forty-five minutes? I’ll let you decide where we go, since you’re familiar with what’s nearby.”

“Nearby, and somewhere nice?” Fitz ran a quick mental inventory of all the places he could remember Skye mentioning she'd gone with Trip. “How does Italian sound?”

Jemma smiled. “It sounds lovely.” She gave his hand a squeeze before she let go and stepped away from his station. “Forty-five minutes, then?”

He nodded. “Yeah. You go on, these tests are almost done. I’ll take care of them. I’ll come by your bunk when, uh, when it’s time.”

“Thank you, Fitz.” Giving him one last smile, Jemma turned and left the lab.

Fitz finished up their work as quickly as he could before hurrying off to his bunk. Forty-five minutes was more than enough time for him to get ready for a date, so he decided to use his extra time to grab a quick shower. Only a few minutes were spent agonizing over what to wear; he settled on dark slacks with a blue dress shirt, and at the last minute, decided to add a tie. The restaurant he had in mind was nicer than most places, but not overly fancy, so he decided to forgo a jacket and, on second thought, rolled up his sleeves. By the time he was done fiddling with his tie--he wasn’t fully convinced he wasn’t overdressed--forty minutes had passed.

He gave himself a hard look in the mirror and took a deep breath to settle his nerves. He had nothing to worry about; it was Jemma. She’d already declared her interest in him, and if unknowingly hurting her by trying to do right by her hadn’t chased her off yet, he didn’t think anything would. His heart was safe in Jemma’s hands.

It didn’t take her long to answer the door when he knocked, and when she opened it, he forgot how to speak for a moment. She’d changed into a deep burgundy wrap dress with long sleeves and a full skirt that ended just above her knees, and paired it with simple black flats. She looked like she’d touched up her hair and makeup too, but it didn’t compare to dazzling smile that appeared on her face when she saw him.

“Fitz! Just let me get my purse, and I’ll be ready.” She dashed over to her dresser to grab it. Fitz stood aside as she came out into the hallway and shut her door behind her; then she turned back to him, still smiling. “You look nice.”

He couldn’t hold back a wide grin of his own, completely taken by her. “You look nice, too,” he said as they started to walk toward the hangar. “You look beautiful.”

Jemma ducked her head slightly, but then reached out to take his hand, threading her fingers through his and squeezing tightly. “So, how did the sample tests turn out? I’d like to know how they compare to the tests we ran last week…”

She held his hand all the way to the hangar, where they checked out a car to take to the restaurant, and held it again as they walked through the parking lot toward the entrance. She was all smiles the entire way, keeping their conversation flowing between the analyses they’d been running for work, some films she’d recently watched with Skye, and her ongoing quest to get up to date on everything she’d missed. They kept talking while the wine was poured, and even after their meals were served.

Fitz’s face almost hurt, he was smiling so much. He marvelled at how they never seemed to run out of things to discuss, and quietly thrilled at the matching smile on Jemma’s face, the way her eyes shone brightly even in the low lighting of the restaurant. So far, their evening was everything he’d wished he could have with her when they first met, and being allowed to experience it now felt like a boon. His heart was finally full.

Jemma teased him when he decided to order dessert, but he simply smiled and handed her the extra spoon. What was the point of treating themselves to a nice dinner out on S.H.I.E.L.D.’s dime if he didn’t get to indulge his sweet tooth? Jemma laughed, fondly shaking her head at him, and dug in.

Outside the restaurant, happy and full, Jemma took his hand again, swinging it between them as they walked. They didn’t speak much on the way back, both of them caught up in reliving their favorite moments from dinner, though that didn’t stop them from sneaking glances and smiles. Back on base, the hallways were largely absent of other people due to the late hours. They walked slowly, hand-in-hand, close enough for their shoulders to bump, trying to prolong the evening as much as they could.

Finally, they came to a stop outside Jemma’s bunk, and she let go of his hand before turning to smile up at him. “Thank you for everything, Fitz,” she said. “I had a lovely time tonight.”

Fitz smiled back, shifting a little on his feet and suddenly feeling strangely shy. “Good,” he replied, “that’s…yeah, I had a good time, too.”

Still smiling, Jemma looked away for a brief moment before her expression turned a bit mischievous. “You know, I typically wait until at least the third date to ask a man in,” she said, letting her hand rest on the doorknob.

It took a beat for him to understand her meaning; then he felt his face flush as he fumbled for a response. “Oh,” he choked out. “That’s--well--I mean…we went sort of backwards, then, didn’t we?” When Jemma didn’t reply, he hastened to add, “Does that even count? What we…did. In my head.”

Jemma’s smile only widened. “We both remember it, don’t we?”

Fitz fidgeted again. “Yeah? Yes.”

“Then yes, I think it counts.” Her eyes sparkling, Jemma turned to open the door and go inside, gesturing for him to follow. He did, feeling his heart start to race. He didn’t want to have any expectations or ideas lest he set himself up for disappointment, even despite what looked like very clear intentions on her part, but it was hard to resist.

Thankfully, he didn’t have anything to worry about. As soon as Jemma had the door shut and locked behind them, she pulled him to her, her hands framing his face as her mouth met his in a hard, heated kiss.

He made a quiet noise in the back of his throat as his arms went around her, pulling her as close as possible and returning the kiss with every ounce of desire he felt. He knew it was a grossly romantic notion, but he’d felt strangely empty, not being able to hold or kiss her these long weeks, having to keep his distance. As a consequence, kissing her now almost felt like a drink of cool water on a parched throat. He let himself get lost in the ebb and flow of their lips sliding together, in the way Jemma sighed as she slanted his mouth open to kiss him deeper, in the way heat slowly filled him to the brim with need.

When she finally pulled back for air, Jemma stayed close, her fingertips playing through the hair at the nape of his neck as she pressed her forehead to his. “I’ve wanted to do that for ages,” she said breathlessly.

Fitz huffed a tiny laugh. “Even though--even though I was being an idiot?” he murmured, trying to regain his own breath.

“ _Especially_ because you were being an idiot.” She moved to rest her hands flat on his chest. “It might have been for the best in the end, and maybe I did need that space, but…it didn’t stop me from missing you. Wanting you.”

A little thrill zipped down his spine. “Yeah?”

She gave him a small smile, her gaze having turned a little vulnerable. “Yeah.”

It all surged within him then, everything he felt for her: their instant connection in his dreams, his amazed relief at realizing she was alive and the miracle that she remembered him, all that he’d learned and grown accustomed to about her since, and he couldn’t stop himself from blurting, “I love you.”

Her eyes went wide. He grimaced and looked away, taking a step back as his arms fell away from her. “That’s what I was going to say,” he said, unable to look at her. “In that last dream. And I--I know it’s crazy, because we barely knew each other and it hasn’t been very long now, but I--it--”

Jemma had followed him when he moved, her hands reaching out for him. “It feels right, doesn’t it?” she finished, her voice soft. She gently put a finger beneath his chin, tipping his face back up so she could look him in the eye. “Loving you…it feels right.”

Fitz stared back at her, his mouth working silently for a moment, before he simply said, “Yes.”

This time, Jemma’s smile was radiant. It lit up her entire face, and he could only smile back in return as warm relief suffused him. He _hadn’t_ mucked it all up. “Oh, Fitz,” she breathed, and leaned up to kiss him again.

Fitz readily accepted it, burying his hand in the short waves of her hair, feeling incomparably happy. After some time, he pulled back just enough to say, “So, does this mean we’re really done with waiting?”

“Oh yes,” Jemma replied, that earlier spark back in her eyes. “We are _definitely_ through with waiting.”

And as she pressed in for more kisses, her fingers loosening his tie and undoing the buttons of his shirt, Fitz had the thought that anything he’d dreamed couldn’t possibly hold a candle to what he now had in real life.

**Notes for the Chapter:**

> And that's a wrap! Thanks for coming along for the ride; I hope you enjoyed it. As always, I'd love to hear what you think. <3


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